UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 2728, ~~2018~~2019

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 333-176056

NATIONAL CINEMEDIA, LLC

(Exact name of registrant as specified in its charter)



Delaware		20-2632505
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)



6300 S. Syracuse Way, Suite 300 Centennial, Colorado		80111
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 792-3600

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No x*

* The registrant is a voluntary filer and not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. Although not subject to these filing requirements, the registrant has filed all reports that would have been required during the preceding 12 months had it been subject to such filing requirements.

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer x ~~(Do not check if a smaller reporting company)~~ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition ~~method~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

AsSecurities ofregistered ~~November~~pursuant ~~02,~~to ~~2018,~~Section ~~the~~12(b) ~~registrant~~of ~~had~~the ~~157,593,316~~Act: ~~common membership units outstanding. The common membership units are not publicly traded.~~None

Securities registered pursuant to Section 12(g) of the Act: None

As of May 3, 2019, the registrant had 159,024,458 common membership units outstanding. The common membership units are not publicly traded.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Financial Statements	1
	Unaudited Condensed Balance Sheets	1
	Unaudited Condensed Statements of Income and Comprehensive Income	2
	Unaudited Condensed Statements of Cash Flows	3
	Notes to Unaudited Condensed Financial Statements	56
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1918
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3427
Item 4.	Controls and Procedures	3427
	PART II
Item 1.	Legal Proceedings	3427
Item 1A.	Risk Factors	3427
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3427
Item 3.	Defaults Upon Senior Securities	3427
Item 4.	Mine Safety Disclosures	3427
Item 5.	Other Information	3427
Item 6.	Exhibits	3528
Signatures		3629

PART I

Item 1. Financial Statements

NATIONAL CINEMEDIA, LLC

CONDENSED BALANCE SHEETS

(In millions)

(UNAUDITED)

	September 27, 2018			December 28, 2017
	March 28, 2019			December 27, 2018
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	4.47		$	47.62
Receivables, net of allowance of $5.8 and $6.0, respectively	~~114~~105.16			~~160~~149.69
Prepaid expenses	3.7			4.2
Prepaid administrative fees to managing member	0.5			0.6
Prepaid administrative fees to managing member	1.0			0.8
Amounts due from founding members, net	0.3			5.8
Amounts due from founding members, net	3.6			—
Current portion of notes receivable - founding members (including receivables from related parties of $2.8 and $4.2, respectively)	4.2			5.6
Current portion of notes receivable - founding members (including receivables from related parties of $2.8 and $4.2, respectively)	4.2			4.2
Prepaid expenses and other current assets	3.9			3.6
Other current assets	0.3			—
Total current assets	119.2			172.7
Total current assets	131.3			174.4
NON-CURRENT ASSETS:
Property and equipment, net of accumulated depreciation of $68.7 and $70.4, respectively	32.8			30.7
Property and equipment, net of accumulated depreciation of $64.7 and $62.5, respectively	32.2			33.6
Intangible assets, net of accumulated amortization of $165.8 and $145.4, respectively	699.5			717.2
Intangible assets, net of accumulated amortization of $179.6 and $172.7, respectively	682.7			684.5
Long-term notes receivable, net of current portion - founding members (including receivables from related parties of $2.7 and $4.1, respectively)	4.1			4.1
Other investments	3.2			3.0
Other investments	3.2			3.5
Debt issuance costs, net	4.7			5.0
Debt issuance costs, net	5.3			1.3
Other assets	23.2			0.7
Other assets	0.9			1.5
Total non-current assets	746.0			726.8
Total non-current assets	745.8			758.3
TOTAL ASSETS	$	865.2		$	899.5
TOTAL ASSETS	$	877.1		$	932.7
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
CURRENT LIABILITIES:
Amounts due to founding members, net	$	218.16		$	3230.70
Amounts due to managing member, net	175.28			3827.37
Accrued expenses	1920.3			1921.53
Accrued payroll and related expenses	105.38			910.50
Accounts payable	1512.80			16.2
Deferred revenue	6.59			7.13
Short-term debt	2.7			—2.7
Total current liabilities	92.9			123.3
Other current liabilities	1.3			—
Total current liabilities	63.4			115.2
NON-CURRENT LIABILITIES:
Long-term debt, net of debt issuance costs of $8.2 and $8.7, respectively	914.8			923.3
Long-term debt, net of debt issuance costs of $7.3 and $7.8, respectively	925.7			920.9
Other liabilities	424.13			24.10
Total non-current liabilities	~~918~~950.90			~~925~~924.49
Total liabilities	1,~~011~~013.84			1,~~048~~040.71
COMMITMENTS AND CONTINGENCIES (NOTE 5)
COMMITMENTS AND CONTINGENCIES (NOTE 6)
MEMBERS’ EQUITY/(DEFICIT)	(~~134~~148.72		)	(~~116~~140.06		)
TOTAL LIABILITIES AND EQUITY/(DEFICIT)	$	~~877~~865.12		$	~~932~~899.75

See accompanying notes to the unaudited Condensed Financial Statements.

NATIONAL CINEMEDIA, LLC

CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In millions)

(UNAUDITED)

	Three Months Ended						~~Nine Months Ended~~
	September 27, 2018			September 28, 2017			September 27, 2018			September 28, 2017
	March 28, 2019			March 29, 2018
REVENUE (including revenue from related parties of $5.8, $6.7, $21.8 and $22.7, respectively)	$	110.1		$	116.4		$	304.0		$	285.4
REVENUE (including revenue from related parties of $5.3 and $8.0, respectively)	$	76.9		$	80.2
OPERATING EXPENSES:
Advertising operating costs	107.3			87.90			~~26.5~~			~~21.4~~
Network costs	3.25			3.75			~~10.0~~			~~11.9~~
Theater access fees—founding members (including fees to related parties of $13.4, $18.1, $55.5 and $57.4, respectively)	19.7			18.1			61.8			57.4
Theater access fees—founding members (including fees to related parties of $12.9 and $20.6, respectively)	19.1			20.6
Selling and marketing costs	15.32			1716.20			~~48.0~~			~~54.2~~
Administrative and other costs	67.45			58.48			~~23.2~~			~~18.5~~
Administrative fee—managing member	23.92			3.48			~~11.5~~			~~10.1~~
Depreciation and amortization	10.0			9.4			29.5			28.2
Depreciation expense	3.3			2.8
Total	67.8			66.1			210.5			201.7
Amortization expense	—			6.7
OPERATING INCOME	42.3			50.3			93.5			83.7
Amortization of intangibles recorded for network theater screen leases	6.9			—
NON-OPERATING EXPENSES:
Total	66.0			69.2
Interest on borrowings	14.4			13.1			42.3			39.4
OPERATING INCOME	10.9			11.0
Interest income	(0.1		)	(0.1		)	(0.3		)	(0.5		)
NON-OPERATING EXPENSES:
Other non-operating (income) expense	(0.4		)	—			0.8			(0.1		)
Interest on borrowings	14.4			13.8
Total	13.9			13.0			42.8			38.8
Interest income	(0.1		)	(0.1		)
INCOME BEFORE INCOME TAXES	28.4			37.3			50.7			44.9
Gain on early retirement of debt, net	(0.3		)	—
Income tax (benefit) expense	(0.1		)	—			0.2			0.1
Other non-operating income	(0.2		)	—
NET INCOME	28.5			37.3			50.5			44.8
Total	13.8			13.7
COMPREHENSIVE INCOME	$	28.5		$	37.3		$	50.5		$	44.8
LOSS BEFORE INCOME TAXES	(2.9		)	(2.7		)
Income tax expense	—			0.3
NET LOSS	$	(2.9	)	$	(3.0	)
COMPREHENSIVE LOSS	$	(2.9	)	$	(3.0	)

See accompanying notes to the unaudited Condensed Financial Statements.

NATIONAL CINEMEDIA, LLC

CONDENSED STATEMENTS OF CASH FLOWS

(In millions)

(UNAUDITED)

	Nine Months Ended
	Three Months Ended
	September 27, 2018			September 28, 2017
	March 28, 2019			March 29, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	50.5		$	44.8
Net loss	$	(2.9	)	$	(3.0	)
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	29.5			28.2
Depreciation expense	3.3			2.8
Non-cash share-based compensation	3.6			5.4
Amortization expense	—			6.7
Impairment on investment	0.4			3.1
Amortization of intangibles recorded for network theater screen leases	6.9			—
Amortization of debt issuance costs	2.0			2.0
Non-cash share-based compensation	0.5			1.8
Write-off of debt issuance costs	0.9			—
Impairment on investment	—			0.4
Other	(0.6		)	(0.1		)
Amortization of debt issuance costs	0.6			0.7
Gain on early retirement of debt, net	(0.3		)	—
Other	(0.2		)	—
Founding member integration and other encumbered theater payments (including payments from related parties of $0.4 in 2019)	8.1			—
Changes in operating assets and liabilities:
Receivables, net	4644.53			4245.15
Accounts payable and accrued expenses	(07.83		)	(15.35		)
Amounts due to/from founding members and managing member	(3.0		)	(1.7		)
Amounts due to/from founding members and managing member, net	(0.9		)	(1.6		)
Deferred revenue	(0.65		)	(41.60		)
Other, net	2(1.59		)	~~(2.~~1.0		)
Net cash provided by operating activities	~~130~~49.97			~~115~~47.8
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(102.09		)	(73.75		)
Acquisition of a business	—			(0.2		)
Proceeds from notes receivable - founding members	1.4			—
Purchases of intangible assets from network affiliates	—			(1.7		)
Net cash used in investing activities	(1.5		)	(3.5		)
Proceeds from notes receivable - founding members (including payments from related parties of $0.0 and $1.4, respectively)	—			1.4
Net cash used in investing activities	(10.0		)	(8.2		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit facility	~~139~~62.20			6058.0
Repayments of revolving credit facility	(~~137~~52.20		)	(7537.0		)
Repayments of Notes due 2026	(74.26		)
Proceeds from term loan facility	270.0			—
Repayment of term loan facility	(0.7		)	—
Repayment of term loan facility	(270.7		)	—
Founding member integration and other encumbered theater payments (including payments from related parties of $9.4 in 2018)	—			9.4
Payment of debt issuance costs	(6.6		)	—
Distributions to founding members and managing member	(54.5		)	(74.5		)
Founding member integration and other encumbered theater payments (including payments from related parties of $12.1 and $6.1, respectively)	17.2			6.1
Repurchase of stock for restricted stock tax withholding	(0.9		)	(1.7		)
Distributions to founding members and managing member	(124.1		)	(104.1		)
Net cash used in financing activities	(50.7		)	(45.8		)
Unit settlement for share-based compensation	(1.7		)	(3.0		)
CHANGE IN CASH AND CASH EQUIVALENTS:	(2.5		)	(1.5		)
Net cash used in financing activities	(121.1		)	(116.0		)
Cash and cash equivalents at beginning of period	7.2			4.6
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH:	(0.2		)	(8.4		)
Cash and cash equivalents at end of period	$	4.7		$	3.1
Cash, cash equivalents and restricted cash at beginning of period	4.6			10.7
Cash, cash equivalents and restricted cash at end of period	$	4.4		$	2.3

See accompanying notes to the unaudited Condensed Financial Statements.

NATIONAL CINEMEDIA, LLC

CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)

(In millions)

(UNAUDITED)

	Nine Months Ended
	Three Months Ended
	September 27, 2018		September 28, 2017
	March 28, 2019		March 29, 2018
Supplemental disclosure of non-cash financing and investing activity:
Purchase of an intangible asset with NCM LLC equity	$	157.96	$	~~201~~15.89
Accrued distributions to founding members and managing member	$	3711.39	$	5316.15
Accrued purchases of property and equipment	$	1.0	$	—
Accrued integration and other encumbered theater payments due from founding members (including accrued payments due from related parties of $0.1 and $1.9, respectively)	$	2.2	$	1.9
Accrued integration and other encumbered theater payments due from founding members (including accrued payments due from related parties of $0.3 and $0.0, respectively)	$	5.1	$	—
Supplemental disclosure of cash flow information:
Cash paid for interest	$	3810.29	$	3411.96
Cash paid for income taxes, net of refunds	$	0.1	$	~~0.4~~—

See accompanying notes to the unaudited Condensed Financial Statements.

NATIONAL CINEMEDIA, LLC

CONDENSED STATEMENTS OF MEMBERS' EQUITY/ (DEFICIT)

(In millions, except unit amounts)

(UNAUDITED)



	Units	Amount
Balance—December 28, 2017	154,081,334	$	(116.0	)
Cumulative-effect adjustment due to adoption of ASU 2014-09	—	(0.2		)
Distribution to managing member	—	(8.1		)
Distribution to founding members	—	(8.4		)
Units issued for purchase of intangible asset	2,821,710	15.9
Comprehensive loss	—	(3.0		)
Unit settlement for share-based compensation	661,933	(1.7		)
Share-based compensation expense/capitalized	—	1.8
Balance—March 29, 2018	157,564,977	$	(119.7	)

Balance—December 27, 2018	157,637,220	$	(140.6	)
Distribution to managing member	—	(5.8		)
Distribution to founding members	—	(6.1		)
Units issued for purchase of intangible asset	1,044,665	7.6
Comprehensive loss	—	(2.9		)
Unit settlement for share-based compensation	342,573	(0.9		)
Share-based compensation expense/capitalized	—	0.5
Balance—March 28, 2019	159,024,458	$	(148.2	)

NATIONAL CINEMEDIA, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

1. THE COMPANY

Description of Business

National CineMedia, LLC (“NCM LLC”, “the Company” or “we”) commenced operations on April 1, 2005 and is owned by National CineMedia, Inc. (“NCM, Inc.”, “manager” or “managing member”), Regal Cinemas, Inc. and Regal CineMedia Holdings, LLC, wholly owned subsidiaries of Cineworld Group plc and Regal Entertainment Group (“Regal”), ~~and~~ Cinemark Media, Inc. and Cinemark USA, Inc., wholly owned subsidiaries of Cinemark Holdings, Inc. (“Cinemark”)~~. On~~ ~~July~~and ~~5, 2018,~~ American Multi-Cinema, Inc. and AMC ShowPlace Theatres, Inc., wholly owned subsidiaries of AMC Entertainment, Inc. ("“AMC"”)~~, closed on the sale of 100~~.~~0% of its remaining NCM LLC membership units to Regal and Cinemark.~~ AMC, Regal, Cinemark and their affiliates are referred to in this document as “founding members”.

NCM LLC operates the largest cinema advertising network reaching movie audiences in North America, allowing NCM LLC to sell advertising under long-term exhibitor services agreements (“ESAs”) with the founding members (approximately 18 years remaining as of ~~September~~March 2728, ~~2018~~2019) and certain third-party theater circuits, referred to in this document as “network affiliates” under long-term network affiliate agreements, which have terms from one to twenty years.

As of ~~September~~March 2728, ~~2018~~2019, NCM LLC had ~~157~~159,~~593~~024,~~316~~458 common membership units outstanding, of which 7677,~~932~~318,~~494~~971 (48.86%) were owned by NCM, Inc., 41,~~142~~770,~~178~~669 (26.13%) were owned by Regal, 39,~~518~~737,~~644~~700 (25.10%) were owned by Cinemark and 0197,118 (0.01%) were owned by AMC. The membership units held by the founding members are exchangeable into NCM, Inc. common stock on a one-for-one basis.

Basis of Presentation

The Company has prepared the unaudited Condensed Financial Statements and related notes of NCM LLC in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain reclassifications have been made to the prior year's financial statements to conform to the current presentation (refer to the Condensed Statements of Income and Condensed Statement of Cash Flows, whereby the Company presented depreciation expense and amortization expense as two separate lines). Accordingly, certain information and footnote disclosures typically included in an annual report have been condensed or omitted for this quarterly report. The balance sheet as of December 2827, ~~2017~~2018 is derived from the audited financial statements of NCM LLC. Therefore, the unaudited Condensed Financial Statements should be read in conjunction with the NCM LLC audited Financial Statements and notes thereto included in the Company’s annual report on Form 10-K filed for the fiscal year ended December 2827, ~~2017~~2018.

In the opinion of management, all adjustments necessary to present fairly in all material respects the financial position, results of operations and cash flows for all periods presented have been made. The Company’s business is seasonal and for this and other reasons operating results for interim periods may not be indicative of the Company’s full year results or future performance. As a result of the various related party agreements discussed in Note 4—Related Party Transactions, the operating results as presented are not necessarily indicative of the results that might have occurred if all agreements were with non-related third parties. The Company manages its business under one reportable segment of advertising.

Estimates—The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include those related to the reserve for uncollectible accounts receivable and share-based compensation. Actual results could differ from those estimates.

Significant Accounting Policies

The Company’s annual financial statements included in its Form 10-K filed for the fiscal year ended December 2827, ~~2017~~2018 contain a complete discussion of the Company’s significant accounting policies. Following is additional information related to the Company’s accounting policies.

Revenue Recognition—The Company derives revenue principally from the advertising business, which includes on-screen and lobby network (LEN) advertising and lobby promotions and advertising on websites and mobile applications owned by the Company and other companies. Revenue is recognized over time as the customer receives the benefits provided by the Company’s advertising services and the Company has the right to payment for performance to date. The Company considers the terms of each arrangement to determine the appropriate accounting treatment ~~as more fully discussed in Note 2—Revenue from Contracts with Customers~~.

NATIONAL CINEMEDIA, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Concentration of Credit Risk and Significant Customers—Bad debts are provided for using the allowance for doubtful accounts method based on historical experience and management’s evaluation of outstanding receivables at the end of the period. Receivables are written off when management determines amounts are uncollectible. Trade accounts receivable are uncollateralized and represent a large number of geographically dispersed debtors. The collectability risk with respect to national and regional advertising is reduced by transacting with founding members or large, national advertising agencies that have strong reputations in the advertising industry and clients with stable financial positions. The Company has smaller contracts with thousands of local clients that are not individually significant. As of ~~September~~March 2728, ~~2018~~2019 and December 2827, ~~2017~~2018, there were no advertising agency groups or individual customers through which the Company sources national advertising revenue representing more than 10% of the Company’s outstanding gross receivable balance. During the three ~~and nine~~ months ended ~~September~~March 2728, ~~2018~~2019 and ~~September~~March 2829, ~~2017~~2018, the Company had no customers that accounted for more than 10% of revenue.

Share-Based Compensation—The management services agreement between NCM LLC and NCM, Inc. provides that NCM LLC may participate in the NCM, Inc. Equity Incentive Plan. NCM, Inc. has issued stock options and restricted stock to certain employees and restricted stock units to its independent directors under the NCM, Inc. Equity Incentive Plan. The Company has not granted stock options since 2012. In ~~2017~~2018 and ~~2018~~2019, the restricted stock grants for Company management vest upon the achievement of NCM, Inc. performance measures and/or service conditions, while non-management grants vest only upon the achievement of service conditions. Compensation expense of restricted stock that vests upon the achievement of NCM, Inc. performance measures is based on management’s financial projections and the probability of achieving the projections, which require considerable judgment. A cumulative adjustment is recorded to share-based compensation expense in periods that management changes its estimate of the number of shares of restricted stock expected to vest. Ultimately, the Company adjusts the expense recognized to reflect the actual vested shares following the resolution of the performance conditions. The recognized expense, including equity based compensation costs of NCM, Inc. employees, is included in the operating results of NCM LLC. Upon the exercise of options or the vesting of restricted stock, NCM, Inc. has the right to acquire from NCM LLC a number of common units equal to the number of NCM, Inc. shares being issued. In consideration for such units, NCM, Inc. contributes to NCM LLC the consideration received for the exercise of options or vesting of shares of restricted stock. During the three ~~and nine~~ months ended ~~September~~March 2728, ~~2018~~2019 and ~~September~~March 2829, ~~2017~~2018, NCM, Inc. acquired 16342,~~962,~~573 ~~15,692, 690,272~~ and ~~755~~661,~~886~~933 units, respectively, due to the vesting of restricted stock and restricted stock units ~~and exercise of stock options and contributed $0~~.~~0 million, $0.0 million, $0.0 million and $0.6 million to NCM LLC for stock option exercises for the three and nine months ended September 27, 2018 and September 28, 2017, respectively.~~

Recently Adopted Accounting Pronouncements

During the first quarter of ~~2018~~2019, the Company adopted Accounting Standards Update ~~2014~~2016-9,2 ~~Revenue~~and ~~from~~subsequent ~~Contracts~~amendments, Leases ~~with Customers~~ (Topic ~~606~~842) (together “~~ASU~~ASC ~~2014-9~~842”) ~~using~~utilizing the ~~modified~~Comparatives ~~retrospective~~Under ~~transition~~840 ~~method~~option where only the current period financial statements and related disclosures are presented in accordance with the new standard. ~~The~~As of the adoption date of December 28, 2018 the Company ~~identified~~recognized the ~~same~~following ~~performance~~on ~~obligations~~the ~~under~~unaudited ~~ASU~~Condensed ~~2014~~Balance Sheets: a right-9of-use as(“ROU”) ~~compared~~asset ~~with~~of ~~deliverables~~$21.7 ~~and~~million ~~separate~~within ~~units~~'Other ofassets', ~~account~~a ~~previously~~short-term ~~identified~~lease liability of $1.4 ~~ASU~~million ~~2014~~within 'Other current liabilities', a long-9term ~~impacted~~lease ~~the~~liability ~~accounting~~of ~~for~~$24.5 ~~barter~~million ~~transactions~~within ~~where~~'Other liabilities' and reversed the ~~Company~~related ~~exchanges~~deferred ~~advertising~~rent ~~time~~liability balance of $4.2 million for ~~products~~all ~~and~~leases ~~services~~with ~~used~~terms ~~principally~~longer ~~for~~than ~~selling~~twelve ~~and~~months ~~marketing~~related ~~activities~~to its building operating leases. The Company ~~historically~~elected ~~recognized~~to ~~revenue~~utilize ~~for~~the ~~these~~following ~~transactions~~practical atexpedients: ~~the~~(i) ~~estimated~~not ~~fair~~being ~~value~~required ofto ~~the~~separate ~~advertising~~lease ~~exchanged~~and ~~based~~non-lease oncomponents when accounting for the ~~fair~~lease ~~value~~for ~~received~~all asset classes; and (ii) not accounting for ~~similar~~short-term ~~advertising~~leases ~~from~~under ~~cash~~the ~~paying~~new ~~customers~~standard. The InCompany ~~accordance~~also ~~with~~determined that the ~~new~~ESA ~~guidance~~and affiliate agreements are considered leases under ASC 842. However, the ~~Company~~identification ~~will~~of ~~recognize~~the ~~revenue~~asset ~~for~~and ~~these~~determination ~~transactions~~of ~~based~~the period of control is dependent upon the ~~fair~~scheduling ~~value~~of the showtimes by the exhibitors. As the schedules are typically not determined until one week in advance of the ~~products~~showtime, ~~and~~on ~~services~~average, ~~received~~the leases are considered short term in nature, ~~rather~~specifically less than ~~the~~one ~~value~~month. ofAs ~~the~~such, ~~advertising~~no ~~provided~~ROU assets or lease liabilities were recognized for these agreements. The ~~modified~~issuance ~~retrospective~~of ~~transition~~NCM ~~method~~LLC ~~allows~~membership ~~entities~~units to ~~apply~~ the ~~new~~founding ~~revenue~~members ~~standard~~in ~~prospectively~~accordance ~~and~~with ~~record~~NCM aLLC’s ~~cumulative-effect~~Common ~~adjustment~~Unit Adjustment Agreement and upfront cash payments to affiliates for the ~~opening~~contractual ~~balance~~rights ofto ~~retained~~provide ~~earnings~~services inwithin ~~the~~their ~~period~~theaters ~~the~~will ~~new~~continue ~~revenue~~to ~~standard~~be isclassified ~~first~~as ~~applied~~intangible assets. However, ~~Upon~~ the ~~adoption~~amortization of ~~ASU~~these ~~2014-9~~intangible onassets ~~December~~is ~~29,~~now ~~2017,~~considered ~~the~~lease ~~Company~~expense ~~recorded~~and ahas ~~$0.2~~been ~~million~~reclassified ~~cumulative-effect~~within ~~adjustment~~the ~~related~~current period from 'Depreciation and amortization expense' to ~~the~~'Amortization ~~change~~of inintangibles ~~accounting~~recorded for ~~barter~~network ~~transactions~~theater onscreen ~~contracts~~leases' ~~that~~on ~~are~~the ~~not~~unaudited ~~completed~~Condensed asStatement of ~~December~~Income. 29Additionally, ~~2017~~these inupfront ~~the~~cash ~~unaudited~~payments ~~Balance~~to ~~Sheet.~~affiliates ~~The~~and ~~Company’s~~receipt ~~adoption~~ of ~~ASU~~integration ~~2014~~payments from the founding members, as defined within Note 3 -9 ~~did~~Intangible ~~not~~Assets, ~~have~~will abe ~~material~~considered ~~impact~~cash flows from operating activities on the unaudited Condensed ~~Financial~~Statement ~~Statements~~of Cash Flows when incurred as they are related to operating leases and will be reclassified from cash flows from investing and financing activities, respectively. The Company has also incorporated additional disclosures in Note ~~2—Revenue~~6 ~~from~~- ~~Contracts~~Commitments ~~with~~and ~~Customers~~Contingencies to ~~the unaudited Condensed Financial Statements to~~ comply with ~~ASU~~ASC ~~2014-9~~842.

During the first quarter of ~~2018~~2019, the Company adopted Accounting Standards Update ~~2016~~2018-17, ~~Recognition~~Compensation ~~and~~– ~~Measurement~~Stock ofCompensation ~~Financial Assets and Financial Liabilities~~ (~~“ASU~~Topic ~~2016-1”~~718),: which requires equity investments that are not accounted for under the equity method of accounting to be measured at fair value with changes recognized in earnings (rather than reported through other comprehensive income) and updates certain presentation and disclosure requirements. In February 2018, the FASB issued Accounting Standards Update 2018-3, Technical Corrections and Improvements to ~~Financial~~Nonemployee ~~Instruments – Overall (Subtopic 825~~Share-~~10):~~Based ~~Recognition~~Payment ~~and~~Accounting ~~Measurement of Financial Assets and Financial Liabilities~~ (“ASU 2018-37”)., ~~These~~which ~~amendments~~amends ~~clarify~~Topic ~~the~~718 ~~guidance on certain topics referred~~ to ininclude ~~ASU 2016~~share-1.based ~~The~~payment ~~Company~~transactions ~~has~~for ~~incorporated~~acquiring ~~changes~~goods toand ~~the~~services ~~methodology~~from ~~utilized~~nonemployees. toThe ~~value~~adoption ~~the~~of ~~Company’s~~ASU ~~investments~~2018-7 ~~and~~had ~~changes~~no toimpact ~~disclosures~~on ~~in its notes to~~ the unaudited Condensed Financial ~~Statements~~statements toor ~~comply~~notes ~~with ASU 2016-1~~thereto.

NATIONAL CINEMEDIA, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

During the first quarter of ~~2018~~2019, the Company adopted ~~Accounting~~a ~~Standards~~final ~~Update~~rule ~~2016~~issued by the SEC in March 2019 simplifying certain Regulation S-~~15,~~K ~~Statement~~requirements. ofThe ~~Cash~~rule ~~Flows~~eliminated ~~(Topic~~the ~~230)~~following requirements in certain circumstances: ~~Classification~~(1) to disclose discussion of ~~Certain~~the ~~Cash~~earliest ~~Receipts~~year of three years of audited financial statements presented within Item 7. Management's Discussion and ~~Cash~~Analysis ~~Payments~~of ~~(“ASU~~Financial ~~2016~~Condition and Results of Operations section of the Form 10-~~15”~~K, (2) onto arequest ~~retrospective~~permission ~~basis~~from the SEC to redact confidential information from exhibits in the event the information is not material to the agreement and would cause competitive harm, (3) to disclose immaterial physical property and (4) to disclose schedules and attachments to exhibits which do not contain material information. The applicable amended disclosure requirements have been incorporated within this Quarterly Report on Form 10-Q.

ASU 2016-15 provides guidance on certain cash receipts and cash payments presented and classified in the statement of cash flows. The adoption of ASU 2016-15 did not have a material impact on the unaudited Condensed Financial Statements or notes thereto.

During the first quarter of 2018, the Company adopted Accounting Standards Update 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”) on a retrospective basis. ASU 2016-18 requires that the reconciliation of the beginning-of-period and end-of-period amounts shown in the statement of cash flows include restricted cash and restricted cash equivalents. The Company has adjusted the Condensed Statement of Cash Flow for the nine months ended September 28, 2017 to include the restricted cash balance within the aforementioned captions. The adoption of ASU 2016-18 had no other impact on the unaudited Condensed Financial Statements or notes thereto.

In July 2018, the FASB issued Accounting Standards Update 2018-9, Codification Improvements ("ASU 2018-9”), which makes minor amendments to the codification in order to clarify, correct errors in, eliminate inconsistencies and provide clarifications in current guidance. The ASU amends Subtopic 470-50, Debt-Modifications and Extinguishments and is effective immediately. The adoption of ASU 2018-9 did not have a material impact on the unaudited Condensed Financial Statements or notes thereto.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update 2016-2, Leases (Topic 842) (“ASU 2016-2”). ASU 2016-2 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Under the original standard, a modified retrospective transition approach was required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. In July 2018, the FASB issued Accounting Standards Update 2018-11 which allows companies to elect the “Comparatives Under 840” option where only the current period financial statements and related disclosures are presented in accordance with the new standard. The Company is still evaluating which transition approach to apply upon adoption. The Company expects to utilize the following practical expedients: (i) not being required to separate lease and nonlease components when accounting for the lease; and (ii) not accounting for short-term leases under the new standard. The Company is still evaluating whether the adoption of ASU 2016-2 will have a material impact on the unaudited Condensed Financial Statements. The Company will adopt the standard and its provisions effective December 28, 2018 and will incorporate additional disclosures in its notes to its unaudited Condensed Financial Statements to comply with ASU 2016-2 effective in the first quarter of 2019. The Company has designed and will implement changes to certain processes and internal controls upon the adoption of ASU 2016-2.

In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements (“ASU 2016-13”), which requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted and is to be adopted on a modified retrospective basis. The Company is currently evaluating the impact that adopting this guidance will have on the unaudited Condensed Financial Statements or notes thereto.

In March 2018, the FASB issued Accounting Standards Update 2018-4, Investments – Debt Securities (Topic 320) and Regulated Operations (Topic 980): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 117 and SEC Release No. 33-9273 (“ASU 2018-4”), which amends and supersedes various paragraphs that contain SEC guidance in ASC 320, Investments-Debt Securities and ASC 980, Regulated Operations. The Company is currently evaluating the impact that adopting this guidance will have on the unaudited Condensed Financial Statements or notes thereto.

In June 2018, the FASB issued Accounting Standards Update 2018-7, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-7”), which amends Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-7 is effective for fiscal years beginning December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact that adopting this guidance will have on the unaudited Condensed Financial Statements or notes thereto.

NATIONAL CINEMEDIA, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company is currently evaluating the impact that adopting this guidance will have on the unaudited Condensed Financial Statements or notes thereto.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"), which clarifies the accounting for implementation costs in cloud computing arrangements. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that adopting this guidance will have on the unaudited Condensed Financial Statements or notes thereto.

In August 2018, the SEC issued a final rule amending certain disclosure requirements deemed by the commission to be redundant, duplicative, overlapping, outdated or superseded. The rule also added requirements to disclose the changes in the caption of stockholders’ equity for the current and comparative year-to-date periods, with subtotals for each interim period. The Company believes that adopting the guidance will result in the addition of an unaudited Condensed Statement of Equity for each quarterly filing as a quarter to date equity rollforward is now required for the current and comparable period. The amended disclosure requirements are effective the first quarter beginning after the effective date of the rule. The Company will adopt the rule in the first quarter of 2019.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its unaudited Condensed Financial Statements or notes thereto.

2. REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue Recognition

The Company derives revenue principally from the sale of advertising to national, regional and local businesses in Noovie, the Company’s cinema advertising and entertainment pre-show. The Company also sells advertising through the ~~Lobby Entertainment Network (“~~LEN”), a series of strategically-placed screens located in movie theater lobbies, as well as other forms of advertising and promotions in theater lobbies. In addition, the Company sells online and mobile advertising through ~~the~~ Cinema Accelerator and other digital ~~product~~gaming products such as Noovie ARcade, Fantasy Movie League and Shuffle. The Company also has a long-term agreement to exhibit the advertising of the founding members’ beverage suppliers.

~~National~~The ~~advertising,~~Company ~~including~~makes ~~advertising~~contractual ~~under~~guarantees ~~the~~to ~~beverage~~deliver ~~concessionaire and public service announcements ("PSA") agreements, is sold on~~ a ~~cost~~specified ~~per~~number ~~thousand~~of ~~(“CPM”) basis. The Company recognizes national advertising over time as~~ impressions ~~(or~~to ~~theater~~view ~~attendees)~~the ~~are~~customers’ ~~delivered. National~~ advertising ~~is also sold to content partners~~. ~~The~~If ~~content partners provide~~ the ~~Company~~contracted ~~with~~number ~~original~~of ~~entertainment~~impressions ~~content segments, typically 90 seconds in length, that~~ are ~~entertaining,~~not ~~informative~~delivered, ~~or educational in nature in~~ the ~~Noovie~~Company ~~pre-show~~will ~~and~~run ~~they~~additional ~~make~~advertising ~~commitments~~ to ~~buy~~deliver ~~a portion of~~ the ~~Company’s~~contracted ~~advertising~~impressions ~~inventory~~ at a ~~specified~~later ~~CPM~~date. The ~~Company~~deferred ~~recognizes~~portion ~~revenue~~of ~~for~~ the ~~content~~revenue ~~segments~~associated ~~ratably~~with ~~over~~undelivered ~~time~~impressions ~~as the content segments air. Local and regional advertising~~ is ~~sold~~referred ~~on a per-screen, per-week basis and~~ to aas ~~lesser extent on~~ a ~~CPM~~make-good ~~basis~~provision. The Company ~~recognizes~~defers ~~local~~the ~~on-screen advertising~~ revenue ~~over~~associated with the ~~period~~make-good inuntil ~~which~~ the advertising airs asto ~~dictated by~~ the ~~underlying~~theater ~~sales~~attendance ~~contracts.~~specified ~~When~~in ~~sold~~the ~~separately, LEN~~ advertising ~~and lobby promotions are sold based on length and breadth of the promotion~~contract. The ~~Company~~make-good ~~recognizes~~provision ~~revenue~~is ~~derived~~recorded ~~from~~within ~~lobby~~accrued ~~network~~expenses ~~and~~in ~~promotions over time when~~ the ~~advertising~~Condensed isBalance ~~displayed in theater lobbies~~Sheet. ~~The~~As ~~Company~~of March 28, ~~sells online~~ 2019 and December 27, ~~mobile~~2018, ~~advertising~~the ~~on a CPM basis. The~~ Company ~~recognizes~~had ~~revenue~~a ~~from~~make-good ~~branded~~provision ~~entertainment~~of $4.7 ~~websites~~ million and $8.0 ~~mobile~~million, ~~applications over time as the online or mobile impressions are served~~respectively.

~~Customer~~The ~~contracts~~Company ~~often~~has ~~include~~certain ~~multiple~~contracts ~~advertising~~with two-year ~~services~~terms tothat ~~reach~~are ~~the~~noncancelable ~~movie~~following ~~goer~~a atspecified ~~multiple~~date ~~points~~within ~~during~~the acontract ~~theater experience~~period. The ~~Company~~estimated ~~considers~~revenue ~~each~~expected ofto ~~these~~be ~~advertising~~recognized ~~services~~in the future related to ~~represent~~these ~~distinct~~contracted performance obligations ofthat ~~the~~are ~~contract~~unsatisfied ~~and~~(or ~~allocates~~partially aunsatisfied) ~~portion~~as of March 28, ~~the~~2019, ~~transaction~~was $53.3 ~~price~~million, which tois ~~each~~expected ~~service~~to ~~based~~be ~~upon~~recognized ~~the~~in ~~standalone~~2019. Agreements ~~selling~~with ~~price~~a ofduration ~~the~~less ~~service,~~than ~~when~~one ~~available.~~year ~~When standalone selling prices~~ are not ~~available~~included orwithin ~~not~~this ~~applicable~~disclosure ~~given~~as the ~~nature~~Company ofelected ~~the~~to ~~customer,~~use the ~~Company~~practical ~~allocates~~expedient ~~the~~in ~~transaction~~ASC ~~price~~606-10-50-14 ~~based~~for ~~upon~~those ~~all~~contracts. In ~~information~~addition, ~~that~~other isof ~~reasonably available and maximizes~~ the ~~use~~Company’s ofcontracts ~~observable~~longer ~~inputs.~~than ~~Methods~~one ~~utilized~~year ~~include~~that ~~the~~are ~~adjusted~~cancelable ~~market~~are ~~and~~not ~~expected~~included ~~cost-plus~~within ~~margin~~this ~~approaches~~disclosure.

The Company enters into barter transactions that exchange advertising program time for products and services used principally for selling and marketing activities. The Company records barter transactions at the estimated fair value of the products and services received. Revenues for advertising barter transactions are recognized when advertising is provided, and products and services received are charged to expense when used.

NATIONAL CINEMEDIA, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

The Company makes contractual guarantees to deliver a specified number of impressions to view the customers’ advertising. If the contracted number of impressions are not delivered, the Company will run additional advertising to deliver the contracted impressions at a later date. The deferred portion of the revenue associated with undelivered impressions is referred to as a make-good provision. In rare cases, the Company will make a cash refund of the portion of the contract related to the undelivered impressions. Given the limited history of cash settlements of the make-good provision, the Company recognizes revenue on the guaranteed contracts as the impressions are delivered and no reserve for variable consideration is recorded. The Company defers the revenue associated with the make-good until the advertising airs to the theater attendance specified in the advertising contract. The make-good provision is recorded within accrued expenses in the Condensed Balance Sheets. As of September 27, 2018 and December 28, 2017, the Company had a make-good provision of $3.2 million and $5.5 million, respectively.

The Company recognizes revenue as the performance obligation for the advertising services is satisfied. Invoices are generated following the processing of each revenue contract and payment is due from the customer within 30 days of the invoice date. Customers select to pay the invoice in full at the start of a contract or through equal monthly installments over the course of the contract. The Company records deferred revenue when cash payments are received, or invoices are issued, in advance of revenue being earned. Deferred revenue is classified as a current liability as it is expected to be earned within the next twelve months.

The Company has certain contracts with two-year terms that are noncancelable following a specified date within the contract period. The estimated revenue expected to be recognized in the future related to these contracted performance obligations that are unsatisfied (or partially unsatisfied) as of September 27, 2018, was $52.6 million, $9.7 million of which is expected to be recognized in 2018 and $42.9 million is expected to be recognized in 2019. Agreements with a duration less than one year are not included within this disclosure as the Company elected to use the practical expedient in ASC 606-10-50-14 for those contracts. In addition, other of the Company’s contracts longer than one year that are cancelable are not included within this disclosure.

Disaggregation of Revenue

The Company disaggregates revenue based upon the type of customer: national; local and regional; and beverage concessionaire. This method of disaggregation is in alignment with how revenue is reviewed by management and discussed with and historically disclosed to investors.

~~The following table summarizes revenue from contracts with customers for the three and nine months ended September 27, 2018 and September 28, 2017:~~8

	Three Months Ended				Nine Months Ended
	September 27, 2018		September 28, 2017		September 27, 2018		September 28, 2017
National advertising revenue	$	80.8	$	84.5	$	214.4	$	194.9
Local and regional advertising revenue	21.9		25.2		65.6		67.8
Founding member advertising revenue from beverage concessionaire agreements	7.4		6.7		24.0		22.7
Total revenue	$	110.1	$	116.4	$	304.0	$	285.4

Deferred Revenue and Unbilled Accounts Receivable

The changes in deferred revenue for the nine months ended September 27, 2018 were as follows (in millions):

	Nine Months Ended
	September 27, 2018
Balance at beginning of period	$	(7.1	)
Performance obligations satisfied	7.1
New contract liabilities	(6.5		)
Balance at end of period	$	(6.5	)

Unbilled accounts receivable is classified as a current asset as it is expected to be billed within the next twelve months. As of September 27, 2018 and December 28, 2017, the Company had $6.4 million and $10.6 million in unbilled accounts receivable, respectively.

NATIONAL CINEMEDIA, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

~~Practical~~The ~~Expedients~~following table summarizes revenue from contracts with customers for the three months ended March 28, 2019 and ~~Exemptions~~March 29, 2018:

The Company expenses sales commissions when incurred as the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses in the Condensed Statement of Income.



	Three Months Ended
	March 28, 2019		March 29, 2018
National advertising revenue	$	54.0	$	54.8
Local advertising revenue	12.8		13.5
Regional advertising revenue	3.4		3.9
Founding member advertising revenue from beverage concessionaire agreements	6.7		8.0
Total revenue	$	76.9	$	80.2

~~The~~Deferred ~~Company~~Revenue ~~does~~and ~~not~~Unbilled ~~disclose~~Accounts ~~the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.~~ Receivable

The changes in deferred revenue for the three months ended March 28, 2019 were as follows (in millions):



	Three Months Ended
	March 28, 2019
Balance at beginning of period	$	(7.3	)
Performance obligations satisfied	7.3
New contract liabilities	(6.9		)
Balance at end of period	$	(6.9	)

As of March 28, 2019 and December 27, 2018, the Company had $7.4 million and $6.0 million in unbilled accounts receivable, respectively.

3. INTANGIBLE ASSETS

Intangible assets consist of contractual rights to provide the Company’s services within the theaters of the founding members and network affiliates and are stated at cost, net of accumulated amortization. The Company’s intangible assets with its founding members are recorded at fair market value of NCM, Inc.’s publicly traded stock as of the date on which the common membership units were issued. The common membership units are fully convertible into NCM, Inc.’s common stock. In addition, the Company records intangible assets for up-front fees paid to network affiliates upon commencement of a network affiliate agreement. The Company’s intangible assets have a finite useful life and the Company amortizes the assets over the remaining useful life corresponding with the ESAs or the term of the network affiliate agreement.

Common Unit Adjustments— In accordance with the Common Unit Adjustment Agreement with the founding members, on an annual basis the Company determines the amount of common membership units to be issued to or returned by the founding members based on theater additions or dispositions during the previous year. In addition, the Common Unit Adjustment Agreement requires that a Common Unit Adjustment occur for a specific founding member if its acquisition or disposition of theaters, in a single transaction or cumulatively since the most recent Common Unit Adjustment, results in an attendance increase or decrease in excess of two percent of the annual total attendance at the prior adjustment date.

During the first quarter of 2019, the Company issued 1,044,665 common membership units to the founding members for the rights to exclusive access to the theater screens and attendees added, net of dispositions by the founding members to the Company’s network during the 2018 fiscal year and NCM LLC recorded a net intangible asset of $7.6 million during the first quarter of 2019 as a result of the Common Unit Adjustment.

During the first quarter of 2018, the Company issued 2,821,710 (3,736,860 issued, net of 915,150 returned) common membership units to the founding members for the rights to exclusive access to the theater screens and attendees added, net of dispositions by the founding members to the Company’s network during the 2017 fiscal year and NCM LLC recorded a net intangible asset of $15.9 million during the first quarter of 2018 as a result of the Common Unit Adjustment.

~~During~~Integration ~~the~~Payments ~~first quarter of 2017, the Company issued 2,351,029 common membership units to the founding members for the rights to exclusive access to the theater screens~~ and ~~attendees~~Other ~~added,~~Encumbered ~~net~~Theater ofPayments—If ~~dispositions~~an byexisting ~~the~~on-screen ~~founding~~advertising ~~members~~agreement towith ~~the~~an ~~Company’s~~alternative ~~network~~provider ~~during~~is ~~the~~in ~~2016~~place ~~fiscal year. Also during the first quarter of 2017, NCM, Inc. and NCM LLC entered into a binding Memorandum of Understanding (“MOU”)~~ with ~~AMC~~respect to ~~effectuate~~any ~~aspects~~acquired oftheaters ~~a final judgment~~ (~~the~~"encumbered ~~“Final Judgment”~~theaters"), ~~entered into by~~ the ~~Department~~founding ofmembers ~~Justice~~may ~~(the~~elect ~~“DOJ”) in connection with AMC’s acquisition of Carmike Cinemas, Inc. (“Carmike”). Pursuant~~ to ~~the~~receive ~~MOU, the Company issued 18,425,423~~ common membership units related to ~~AMC~~those inencumbered ~~respect of the annual attendance at such Carmike~~ theaters in ~~accordance~~connection with the Common Unit Adjustment ~~Agreement during the first quarter of 2017~~. ~~AMC’s~~If ~~acquisition of Carmike meets~~ the ~~criteria~~founding ~~for~~members amake ~~Common~~this ~~Unit Adjustment because it resulted in an extraordinary attendance increase of approximately 9.5%. Further~~election, ~~the~~then ~~Final~~they ~~Judgment~~are required ~~AMC~~ to ~~transfer~~make ~~advertising~~payments ~~rights~~on toa 17quarterly ~~theaters~~basis ~~from NCM LLC to another advertising provider. Pursuant to the MOU, AMC surrendered 4,657,673 common membership units~~ in respect of such theaters. The 4,657,673 common membership units were comprised of (i) 2,850,453 common membership units pursuant to the adjustment for divested theaters in the Common Unit Adjustment Agreement and (ii) an additional 1,807,220 common membership units valued at $25.0 million to compensate for NCM LLC’s lost operating income for these theaters during the 10-year term of the Final Judgment. To facilitate the theater transfers, during the first quarter of 2017, AMC and Regal entered into an amendment of its ESA with the Company and Cinemark entered into a waiver of certain rights under its ESA. The Company recorded a net intangible asset of $201.8 million during the first quarter of 2017 related to these transactions.

Integration Payments and Other Encumbered Theater Payments—If an existing on-screen advertising agreement with an alternative provider is in place with respect to any acquired theaters ("encumbered theaters"), the founding members may elect to receive common membership units related to those encumbered theaters in connection with the Common Unit Adjustment. If the founding members make this election, then they are required to make payments on a quarterly basis in arrears in accordance with certain run-out provisions pursuant to the ESAs (“integration payments”). Because the Carmike theaters are subject to an existing on-screen advertising agreement with an alternative provider, AMC will make integration payments to NCM LLC. The integration payments will continue until the earlier of (i) the date the theaters are transferred to the Company’s network or (ii) the expiration of the ESA. Integration payments are calculated based upon the advertising cash flow that the Company would have generated if it had exclusive access to sell advertising in the theaters with pre-existing advertising agreements. The ESA additionally entitles the Company to payments related to the founding members’ on-screen advertising commitments under their beverage concessionaire agreements for encumbered theaters. These payments are also accounted for as a reduction to the intangible asset. During the three months ended September 27, 2018 and September 28, 2017 and the nine months ended September 27, 2018 and September 28, 2017, the Company recorded a reduction to net intangible assets of $5.5 9

NATIONAL CINEMEDIA, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

~~million~~arrears in accordance with certain run-out provisions pursuant to the ESAs (“integration payments”). Because the Carmike Cinemas, $6Inc.9 ~~million~~(“Carmike”) theaters acquired by AMC are subject to an existing on-screen advertising agreement with an alternative provider, AMC will make integration payments to NCM LLC. The integration payments will continue until the earlier of (i) the date the theaters are transferred to the Company’s network or (ii) the expiration of the ESA. Integration payments are calculated based upon the advertising cash flow that the Company would have generated if it had exclusive access to sell advertising in the theaters with pre-existing advertising agreements. The ESA additionally entitles the Company to payments related to the founding members’ on-screen advertising commitments under their beverage concessionaire agreements for encumbered theaters. These payments are also accounted for as a reduction to the intangible asset. During the three months ended March 28, 2019 and March 29, 2018, the Company recorded a reduction to net intangible assets of $132.35 million and $112.62 million, respectively, related to integration and other encumbered theater payments. These payments received from AMC related to ~~their~~its acquisitions of theaters from Carmike and Rave Cinemas and from Cinemark related primarily to ~~their~~its acquisition of theaters from Rave Cinemas. During the three months ended ~~September~~March ~~27, 2018 and September~~ 28, ~~2017~~2019 and ~~the nine months ended September~~March 2729, 2018 ~~and September 28~~, ~~2017,~~ AMC and Cinemark paid a total of $58.61 million, ~~$4.6 million, $17.2 million~~ and $69.14 million, respectively, in integration and other encumbered theater payments (as payments are made one quarter and one month in arrears, respectively). If common membership units are issued to a founding member for newly acquired theaters that are subject to an existing on-screen advertising agreement with an alternative provider, the amortization of the intangible asset commences after the existing agreement expires and NCM LLC can utilize the theaters for all of its services.

4. RELATED PARTY TRANSACTIONS

Founding Member and Managing Member Transactions—In connection with NCM, Inc.’s initial public offering (“IPO”), the Company entered into several agreements to define and regulate the relationships among NCM LLC, NCM, Inc. and the founding members which are outlined below. ~~Following~~As ~~the~~AMC ~~sale~~owns ofless ~~100.0~~than 5% of ~~AMC's remaining~~ NCM LLC ~~membership~~as ~~units~~of toMarch ~~Regal~~28, ~~and Cinemark~~2019, AMC is no longer a related party. AMC remains a party to the ESA, Common Unit Adjustment Agreement, and certain other original agreements, and ~~AMC~~is ~~will~~a ~~continue~~member tounder ~~participate~~the interms of the ~~annual~~NCM ~~Common~~LLC ~~Unit~~Operating ~~Adjustment~~Agreement, ~~receive~~subject ~~theater~~to ~~access~~fulfilling ~~fees,~~the ~~and~~requirements ~~pay~~of ~~beverage~~Section ~~revenue,~~3.1 ~~among~~of ~~other~~the ~~things.~~NCM ~~AMC~~LLC isOperating ~~not~~Agreement. ~~currently~~AMC awill ~~member~~continue ~~under~~to ~~the~~participate ~~terms~~in of the ~~NCM~~annual ~~LLC~~Common ~~Operating~~Unit ~~Agreement~~Adjustment and ~~will not~~ receive available cash distributions or allocation of earnings and losses in NCM LLC, ~~unless~~(as itlong ~~receives~~as ~~NCM~~its ~~LLC~~ownership ~~membership~~is ~~units~~greater ~~pursuant~~than tozero) aand ~~Common~~theater ~~Unit~~access ~~Adjustment~~fees, and pay beverage revenue, among other things. Further, ~~the~~AMC's ~~sale~~ownership percentage does not impact future integration payments and other encumbered theater payments owed to NCM LLC by AMC. AMC is considered a related party through the ~~divestiture~~ date its ownership fell below the 5% threshold (July 5, 2018) and related party transactions with AMC through this period are included within the disclosures below (specifically the first quarter of 2018).

The agreements with the founding members are as follows:

• ESAs. Under the ESAs, NCM LLC is the exclusive provider within the United States of advertising services in the founding members’ theaters (subject to pre-existing contractual obligations and other limited exceptions for the benefit of the founding members). The advertising services include the use of the digital content network (“DCN”) equipment required to deliver the on-screen advertising and other content included in the Noovie pre-show, use of the LEN and rights to sell and display certain lobby promotions. Further, 30 to 60 seconds of advertising included in the Noovie pre-show is sold to the founding members to satisfy the founding members’ on-screen advertising commitments under their beverage concessionaire agreements. In consideration for access to the founding members’ theaters, theater patrons, the network equipment required to display on-screen and LEN video advertising and the use of theaters for lobby promotions, the founding members receive a monthly theater access fee. These agreements are considered leases with related parties under ASC 842.


•	Common Unit Adjustment Agreement. The Common Unit Adjustment Agreement provides a mechanism for increasing or decreasing the membership units held by the founding members based on the acquisition or construction of new theaters or sale or closure of theaters that are operated by each founding member and included in the Company’s network.

•

Software License Agreement. At the date of NCM, Inc.’s IPO, NCM LLC was granted a perpetual, royalty-free license from the founding members to use certain proprietary software that existed at the time for the delivery of digital advertising and other content through the DCN to screens in the U.S. NCM LLC has made improvements to this software since NCM, Inc.’s IPO date and the Company owns those improvements, except for improvements that were developed jointly by NCM LLC and the founding members, if any.

1110

NATIONAL CINEMEDIA, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

The following tables provide summaries of the transactions between the Company and the founding members (in millions):

	Three Months Ended				~~Nine Months Ended~~
Included in the Condensed Statements of Income: (1)	September 27, 2018		September 28, 2017		September 27, 2018		September 28, 2017
Included in the unaudited Condensed Statements of Income: (1)	March 28, 2019		March 29, 2018
Revenue:
Beverage concessionaire revenue (included in advertising revenue) (2)	$	5.83	$	68.70	$	~~21.8~~	$	~~22.7~~
Operating expenses:
Theater access fee (3)	1312.49		1820.16		~~55.5~~		~~57.4~~
Purchase of movie tickets and concession products and rental of theater space (included in selling and marketing costs) (4)	0.21		0.4		~~0.9~~		~~1.2~~
Purchase of movie tickets and concession products and rental of theater space (included in advertising operating costs) (4)	0.1		—		0.1		0.1
Administrative fee - managing member (5)	3.2		3.8
Administrative fee - managing member (5)	2.9		3.4		11.5		10.1
Non-operating expenses:
Non-operating expenses:
Interest income from notes receivable (included in interest income) (6)	0.1		0.1
Interest income from notes receivable (included in interest income) (6)	0.1		0.2		0.3		0.5

(1) AMC is no longer considered a related party as of July 5, 2018, as described further above. As such, the figures within the table above only include related party activity with AMC for the ~~first~~three ~~six~~ months ofended March 29, 2018.

(2) For the three ~~and nine~~ months ended ~~September~~March 2728, ~~2018~~2019 and ~~September~~March 2829, ~~2017~~2018, two of the founding members purchased 60 seconds of on-screen advertising time and one founding member purchased 30 seconds (with all three founding members having a right to purchase up to 90 seconds) from NCM LLC to satisfy their obligations under their beverage concessionaire agreements at a 30 seconds equivalent CPM rate specified by the ESA.


(3)	Comprised of payments per theater attendee and payments per digital screen with respect to the founding member theaters included in the Company’s network, including payments for access to higher quality digital cinema equipment.


(4)	Used primarily for marketing to NCM LLC’s advertising clients.

(5) Pursuant to the Management Services Agreement between NCM, Inc. and NCM LLC, NCM, Inc. provides certain specific management services to NCM LLC, including the services of the Interim Chief Executive Officer, - President, Chief Financial Officer, Executive Vice President, Chief Revenue Officer and Senior Vice President, - General Counsel. In exchange for these services, NCM LLC reimburses NCM, Inc. for compensation paid to the officers (including share based compensation) and other expenses of the officers and for certain out-of-pocket costs.

(6)

On December 26, 2013, the Company sold its Fathom Events business to a newly formed limited liability company (AC JV, LLC) owned 32% by each of the founding members and 4% by NCM LLC. In consideration for the sale, the Company received a total of $25.0 million in promissory notes from its founding members (one-third or approximately $8.3 million from each founding member). The notes bear interest at a fixed rate of 5.0% per annum, compounded annually. Interest and principal payments are due annually in six equal installments commencing on the first anniversary of the closing.



	As of
Included in the unaudited Condensed Balance Sheets:	March 28, 2019		December 27, 2018
Purchase of movie tickets and concession products (included in prepaid expenses) (1)	$	0.1	$	—
Current portion of notes receivable - related parties (1) (2)	2.8		4.2
Interest receivable on notes receivable (included in other current assets) (1) (2)	0.1		0.1
Prepaid administrative fees to managing member (3)	0.5		0.6
Common unit adjustments, net of amortization and integration payments (included in intangible assets) (4)	656.6		657.6

~~NATIONAL~~(1) ~~CINEMEDIA~~AMC is no longer considered a related party as of July 5, ~~LLC~~2018, as described further above. As such, the figures as of March 28, 2019 and December 27, 2018 do not include AMC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

	As of
Included in the Condensed Balance Sheets:	September 27, 2018		December 28, 2017
Purchase of movie tickets and concession products (included in prepaid expenses)	$	0.1	$	—
Current portion of notes receivable - related parties (1) (2)	2.8		4.2
Long-term portion of notes receivable - related parties (1)(2)	2.7		4.1
Interest receivable on notes receivable (included in other current assets) (1)(2)	0.3		—
Prepaid administrative fees to managing member (3)	1.0		0.8
Common unit adjustments, net of amortization and integration payments (included in intangible assets) (4)	671.7		687.1

(1) AMC is no longer considered a related party as of July 5, 2018, as described further above. As such, the figures as of September 27, 2018 do not include AMC and the figures as of December 28, 2017 do include AMC.


(2)	Refer to the discussion of notes receivable from the founding members above.

(3) The payments to NCM, Inc. for estimated management services related to employment are made one month in advance. NCM LLC also provides administrative and support services to NCM, Inc. such as office facilities, equipment, supplies, payroll, accounting and financial reporting at no charge. Based on the limited activities of NCM, Inc. as a standalone entity, the Company does not believe such unreimbursed costs are significant.

~~(4) Refer to Note 3—Intangible Assets for further information on common unit adjustments and integration payments.~~11

Pursuant to the terms of the NCM LLC Operating Agreement in place since the completion of NCM, Inc.’s IPO, the Company is required to make mandatory distributions on a proportionate basis to its members of available cash, as defined in the NCM LLC Operating Agreement, on a quarterly basis in arrears. Mandatory distributions of available cash for the three and nine months ended September 27, 2018 and September 28, 2017 were as follows (in millions):

	Three Months Ended				Nine Months Ended
	September 27, 2018		September 28, 2017		September 27, 2018		September 28, 2017
AMC	$	—	$	8.1	$	2.2	$	16.3
Cinemark	9.4		9.6		20.7		15.6
Regal	9.7		9.5		21.5		15.5
Total founding members	19.1		27.2		44.4		47.4
NCM, Inc.	18.2		25.9		42.5		39.0
Total	$	37.3	$	53.1	$	86.9	$	86.4

The mandatory distributions of available cash by the Company to its founding members for the three months ended September 27, 2018 of $19.1 million is included in amounts due to founding members, net on the unaudited Condensed Balance Sheets as of September 27, 2018 and will be made in the fourth quarter of 2018. The amount presented within the tables for the distribution payable to AMC for the nine months ended September 27, 2018 represents only the distribution for the three months ended March 29, 2018 to AMC. AMC’s distribution for the three months ended June 28, 2018 was paid to Cinemark and Regal to accommodate agreements between AMC and each of Cinemark and Regal, and AMC did not receive a distribution following the divestiture date, July 5, 2018. Further, there was no distribution to AMC for the three months ended September 27, 2018 as they had no ownership in the period. The mandatory distributions to NCM, Inc. are eliminated in consolidation.

Amounts due to founding members, net as of September 27, 2018 were comprised of the following (in millions):

	AMC			Cinemark			Regal		Total
Theater access fees, net of beverage revenues and other encumbered theater payments	$	1.3		$	0.9		$	1.4	$	3.6
Distributions payable to founding members	—			9.4			9.7		19.1
Integration payments due from founding members	(4.8		)	(0.3		)	—		(5.1		)
Cost and other reimbursement	(0.1		)	—			—		(0.1		)
Total amounts due (from) to founding members, net	$	(3.6	)	$	10.0		$	11.1	$	17.5

NATIONAL CINEMEDIA, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

~~Amounts~~equipment, ~~due~~supplies, topayroll, ~~founding~~accounting ~~members~~and financial reporting at no charge. Based on the limited activities of NCM, ~~net~~Inc. as ofa ~~December~~standalone 28entity, ~~2017~~the ~~were~~Company ~~comprised~~does ofnot ~~the~~believe ~~following~~such ~~(in~~unreimbursed ~~millions):~~costs are significant.

	AMC			Cinemark			Regal		Total
Theater access fees, net of beverage revenues and other encumbered theater payments	$	1.5		$	1.0		$	1.5	$	4.0
Distributions payable to founding members	10.8			13.5			13.3		37.6
Integration payments due from founding members	(8.5		)	(0.4		)	—		(8.9		)
Total amounts due to founding members, net	$	3.8		$	14.1		$	14.8	$	32.7


(4)	Refer to Note 3—Intangible Assets for further information on common unit adjustments and integration payments. This balance includes common unit adjustments issued to all of the founding members (including AMC) as the Company's intangible balance is considered one asset inclusive of all common unit adjustment activity.

Pursuant to the terms of the NCM LLC Operating Agreement in place since the completion of NCM, Inc.’s IPO, the Company is required to make mandatory distributions on a proportionate basis to its members of available cash, as defined in the NCM LLC Operating Agreement, on a quarterly basis in arrears. Mandatory distributions of available cash for the three months ended March 28, 2019 and March 29, 2018 were as follows (in millions):



	Three Months Ended
	March 28, 2019		March 29, 2018
AMC	$	—	$	2.2
Cinemark	3.0		3.0
Regal	3.1		3.2
Total founding members	6.1		8.4
NCM, Inc.	5.8		8.1
Total	$	11.9	$	16.5

The mandatory distributions of available cash by the Company to Regal and Cinemark for the three months ended March 28, 2019 of $6.1 million is included in amounts due to founding members, net on the unaudited Condensed Balance Sheets as of March 28, 2019 and will be made in the second quarter of 2019. The mandatory distributions to NCM, Inc. are eliminated in consolidation.

Amounts due to founding members, net as of March 28, 2019 were comprised of the following (in millions):



	Cinemark			Regal		Total
Theater access fees, net of beverage revenues and other encumbered theater payments	$	1.0		$	1.6	$	2.6
Distributions payable to founding members	3.0			3.1		6.1
Integration payments due from founding members	(0.1		)	—		(0.1		)
Total amounts due to founding members, net	$	3.9		$	4.7	$	8.6

Amounts due to founding members, net as of December 27, 2018 were comprised of the following (in millions):



	Cinemark			Regal		Total
Theater access fees, net of beverage revenues and other encumbered theater payments	$	1.0		$	1.5	$	2.5
Distributions payable to founding members	13.7			14.2		27.9
Integration payments due from founding members	(0.4		)	—		(0.4		)
Total amounts due to founding members, net	$	14.3		$	15.7	$	30.0

Amounts due to/from managing member, net were comprised of the following (in millions):

	As of
	September 27, 2018			December 28, 2017
	March 28, 2019			December 27, 2018
Distributions payable to managing member	$	185.28		$	3626.96
Cost and other reimbursement	~~(1.0~~—		)	1.41
Total amounts due to managing member, net	$	175.28		$	3827.37

~~During~~The ~~the~~Amounts ~~nine~~due ~~months~~from ~~ended~~founding ~~September 27~~members, ~~2018~~net ~~and~~balance ~~September~~ as of March 28, ~~2017~~2019 and December 27, ~~AMC~~2018 ~~received~~per ~~cash~~the ~~dividends~~Condensed ofBalance ~~approximately~~Sheets ~~$0.4~~relates ~~million~~to ~~and~~payments $0due from AMC to NCM LLC.1 ~~million,~~Given ~~respectively,~~that onAMC ~~its~~ceased ~~shares~~being a related party as of ~~NCM~~July 5, ~~Inc.~~2018, ~~common~~the ~~stock~~detail ~~held~~of at that ~~time.~~balance has not been included within the tables above.

AC JV, LLC Transactions—In December 2013, the Company sold its Fathom Events business to a newly formed limited liability company, AC JV, LLC, owned 32% by each of the founding members and 4% by NCM LLC. The Company accounts for its investment in AC JV, LLC under the equity method of accounting in accordance with ASC 323-30, Investments—Equity Method and Joint Ventures (“ASC 323-30”) because AC JV, LLC is a limited liability company with the characteristics of a limited partnership and ASC 323-30 requires the use of equity method accounting unless the Company’s interest is so minor that it would have virtually no influence over partnership operating and financial policies. Although NCM LLC does not have a representative on AC JV, LLC’s Board of Directors or any voting, consent or blocking rights with respect to the governance or operations of AC JV, LLC, the Company concluded that its interest was more than minor under the accounting guidance. The Company’s investment in AC JV, LLC was $1.1 million and $1.0 million as of September 27, 2018 and December 28, 2017, respectively. Equity in earnings from AC JV, LLC for the three months ended September 27, 2018 and September 28, 2017 and the nine months ended September 27, 2018 and September 28, 2017, were $0.0 million, $0.0 million, $0.1 million and $0.1 million, respectively, and is included in non-operating expenses in the unaudited Condensed Statements of Income. NCM LLC also received fees from AC JV, LLC of $0.1 million, $0.1 million, $0.2 million, and $0.2 million in the three months ended September 27, 2018 and September 28, 2017 and the nine months ended September 27, 2018 and September 28, 2017 related to the transition services agreement with AC JV whereby the Company provides certain corporate overhead or creative services or use of facilities in exchange for a fee. These fees received by NCM LLC are included as an offset to network costs in the unaudited Condensed Consolidated Statements of Income. 12

5. BORROWINGS

The following table summarizes the Company’s total outstanding debt as of September 27, 2018 and December 28, 2017 and the significant terms of its borrowing arrangements (in millions):

NATIONAL CINEMEDIA, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

	Outstanding Balance as of
Borrowings	September 27, 2018			December 28, 2017			MaturityDate	InterestRate
Senior secured notes due 2022	$	400.0		$	400.0		April 15, 2022	6.000	%
Revolving credit facility	14.0			12.0			June 20, 2023 (1)	(2	)
Term loans	269.4			270.0			June 20, 2025 (1)	(2	)
Senior unsecured notes due 2026	242.3			250.0			August 15, 2026	5.750	%
Total borrowings	925.7			932.0
Less: debt issuance costs related to term loans and senior notes	(8.2		)	(8.7		)
Total borrowings, net	917.5			923.3
Less: current portion of debt	(2.7		)	—
Carrying value of long-term debt	$	914.8		$	923.3

As of March 29, 2018, AMC owned 1.0 million shares of NCM, Inc. common stock. During the three months ended March 29, 2018, AMC received cash dividends of approximately $0.2 million on its shares of NCM, Inc. common stock held at that time.

5. BORROWINGS

The following table summarizes the Company’s total outstanding debt as of March 28, 2019 and December 27, 2018 and the significant terms of its borrowing arrangements (in millions):



	Outstanding Balance as of
Borrowings	March 28, 2019			December 27, 2018			Maturity Date	Interest Rate
Senior secured notes due 2022	$	400.0		$	400.0		April 15, 2022	6.000	%
Revolving credit facility	37.0			27.0			June 20, 2023	(1	)
Term loan	268.7			269.4			June 20, 2025	(1	)
Senior unsecured notes due 2026	230.0			235.0			August 15, 2026	5.750	%
Total borrowings	935.7			931.4
Less: debt issuance costs related to term loan and senior notes	(7.3		)	(7.8		)
Total borrowings, net	928.4			923.6
Less: current portion of debt	(2.7		)	(2.7		)
Carrying value of long-term debt	$	925.7		$	920.9

___________________________________________________

(1) The ~~maturity~~interest ~~dates~~rates ~~for the revolving credit facility and term loan are contingent upon the refinancing of the senior secured notes due in 2022~~ on ~~or prior to October 30, 2021. If~~ the ~~Senior Secured Notes are not refinanced on or prior to October 30, 2021, then the~~ revolving credit facility and term loan ~~will instead mature on December 30, 2021. The maturity dates for the revolving credit facility and term loan as of December 28, 2017~~ are described below.

Senior Secured Credit Facility— On June 20, 2018, the Company entered into a credit agreement to replace the Company's senior secured credit facility, dated as of February 13, 2007, as amended (2the “previous facility”). ~~The~~Consistent ~~interest~~with ~~rates~~the onstructure of the previous facility, the agreement consists of a term loan facility and a revolving credit facility. As of March 28, 2019, the Company’s senior secured credit facility consisted of a $175.0 million revolving credit facility and a $268.7 million term ~~loans~~loan. The obligations under the senior secured credit facility are ~~described~~secured ~~below~~by a lien on substantially all of the assets of NCM LLC.

~~Senior~~Revolving ~~Secured~~ Credit Facility—The Onrevolving ~~June~~credit ~~20,~~facility ~~2018,~~portion of the Company’s ~~entered~~total ~~into~~borrowings ais ~~credit~~available, ~~agreement~~subject to ~~replace~~certain ~~the~~conditions, ~~Company's~~for ~~senior~~general ~~secured~~corporate ~~credit~~purposes ~~facility,~~of ~~dated~~the asCompany ofin ~~February~~the ~~13,~~ordinary ~~2007,~~course asof ~~amended~~business ~~(the~~and ~~"previous~~for ~~facility").~~other ~~Consistent~~transactions ~~with~~permitted under the ~~structure~~senior ofsecured ~~the~~credit ~~previous~~ facility, ~~the~~and ~~agreement consists of~~ a ~~term~~portion ~~loan~~is ~~facility~~available ~~and~~for aletters ~~revolving~~of credit ~~facility~~. As of ~~September~~March 2728, ~~2018~~2019, the Company’s ~~senior~~total ~~secured~~availability ~~credit~~under ~~facility~~the ~~consisted of a~~ $175.0 million revolving credit facility ~~and~~was a $~~269~~133.42 million, ~~term~~net ~~loan~~of $37.0 ~~The~~million ~~obligations~~outstanding ~~under~~and ~~the~~$4.8 ~~senior~~million ~~secured~~in letters of credit. The ~~facility~~unused ~~are~~line ~~secured~~fee byis a0.50% ~~lien~~per onannum ~~substantially~~which ~~all~~is ofconsistent with the ~~assets~~previous offacility. Borrowings ~~NCM~~under ~~LLC.~~the ~~During~~revolving credit facility bear interest at the ~~second~~Company’s ~~quarter~~option of ~~2018,~~either the ~~Company~~LIBOR ~~capitalized~~index ~~approximately~~plus $6an applicable margin ranging from 1.575% ~~million~~to of2.25% ~~debt~~or ~~issuance~~the ~~costs~~base ~~related~~rate plus an applicable margin ranging from 0.75% to ~~the~~1.25%. ~~new~~The applicable margin for the revolving credit facility is determined quarterly and ~~the~~is ~~term~~subject ~~loan.~~to ~~The~~adjustment ~~Company~~based ~~also~~upon ~~recognized~~a ~~$1.2~~consolidated ~~million~~net insenior ~~non-operating~~secured ~~loss~~leverage ~~related~~ratio tofor the ~~write-off~~Company of(the ~~capitalized~~ratio ~~debt~~of ~~issuance~~secured ~~costs~~funded ~~related~~debt toless ~~the~~unrestricted ~~previous~~cash ~~facility~~ and ~~recognition~~cash equivalents of ~~debt~~up ~~issuance~~to ~~costs~~$100.0 ~~that~~million, ~~did~~divided ~~not~~by ~~qualify~~Adjusted OIBDA for ~~capitalization.~~debt purposes, defined as operating income before

Revolving Credit Facility—The revolving credit facility portion of the Company’s total borrowings is available, subject to certain conditions, for general corporate purposes of the Company in the ordinary course of business and for other transactions permitted under the senior secured credit facility, and a portion is available for letters of credit. As of September 27, 2018, the Company’s total availability under the $175.0 million revolving credit facility was $156.2 million, net of $14.0 million outstanding and $4.8 million in letters of credit. The unused line fee is 0.50% per annum, which is consistent with the previous facility. Borrowings under the revolving credit facility bear interest at the Company’s option of either the LIBOR index plus an applicable margin ranging from 1.75% to 2.25% or the base rate plus an applicable margin ranging from 0.75% to 1.25%. The margin changed to the aforementioned range from a fixed margin of LIBOR index plus 2.00% or the base rate plus 1.00%. The applicable margin for the revolving credit facility is determined quarterly and is subject to adjustment based upon a consolidated net senior secured leverage ratio for the Company (the ratio of secured funded debt less unrestricted cash and cash equivalents of up to $100.0 million, divided by Adjusted OIBDA). The revolving credit facility will mature on June 20, 2023 contingent upon the refinancing of the Company's Notes due 2022 (defined below, see "Senior Secured Notes due 2022") on or prior to October 30, 2021. If the Notes due 2022 are not refinanced on or prior to October 30, 2021, then the revolving credit facility will instead mature on December 30, 2021.13

Term Loans—The interest rate on the term loans is a rate chosen at the Company’s option of either the LIBOR index plus 3.00% or the base rate plus 2.00%. The rate increased from LIBOR index plus 2.75% or the base rate plus 1.75%. The weighted-average interest rate on the term loans as of September 27, 2018 was 5.2%. The term loan amortizes at a rate equal to 1.00% annually, to be paid in equal quarterly installments. As of September 27, 2018, the Company has paid principal of $0.6 million, reducing the outstanding balance to $269.4 million. The term loan will mature on June 20, 2025 contingent upon the refinancing of the Notes due 2022 on or prior to October 30, 2021. If the Notes due 2022 are not refinanced on or prior to October 30, 2021, then the term loan will instead mature on December 30, 2021.

The senior secured credit facility contains a number of covenants and various financial ratio requirements, including, (i) a consolidated net total leverage ratio covenant of 6.25 times for each quarterly period (commencing with the quarterly period ending September 30, 2018) and (ii) with respect to the revolving credit facility, maintaining a consolidated net senior secured

NATIONAL CINEMEDIA, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

~~leverage~~depreciation ~~ratio~~and ofamortization ~~equal~~expense adjusted to oralso ~~less~~exclude ~~than~~amortization ~~4.50~~of ~~times~~intangibles onrecorded afor ~~quarterly~~network ~~basis~~theater ~~for~~screen ~~each~~leases, ~~quarterly~~non-cash ~~period~~share ~~(beginning~~based ~~with~~compensation ~~the~~costs ~~quarterly~~for ~~period~~NCM ~~ending~~LLC ~~September~~and ~~30,~~Chief ~~2018)~~Executive inOfficer ~~which~~transition acosts ~~balance~~plus isintegration ~~outstanding~~payments onreceived). The ~~the~~ revolving credit facility~~. In~~ ~~addition,~~will ~~NCM~~mature ~~LLC~~on isJune ~~permitted~~20, to2023 ~~make~~contingent ~~quarterly~~upon ~~dividend~~the ~~payments~~refinancing ~~and~~of ~~other~~the ~~restricted~~Company's ~~payments~~Notes ~~with~~due ~~its~~2022 ~~available~~(defined ~~cash~~below, assee ~~long~~“Senior asSecured ~~NCM~~Notes ~~LLC's~~due ~~consolidated~~2022”) ~~net~~on ~~senior~~or ~~secured~~prior ~~leverage ratio (after giving effect~~ to ~~any~~October ~~such~~30, ~~payment) is below 5~~2021.50 ~~times~~If ~~and~~the noNotes ~~default~~due or2022 ~~event~~are ofnot ~~default~~refinanced ~~has~~on ~~occurred~~or ~~and~~prior ~~continues~~ to ~~occur~~October ~~under the senior secured credit facility. As of September 27~~30, ~~2018~~2021, then the ~~Company’s~~revolving ~~consolidated~~credit ~~net~~facility ~~senior~~will ~~secured~~instead ~~leverage~~mature ~~ratio~~on ~~was~~December ~~2.9~~30, ~~times (versus the dividend payment restriction of 5~~2021.50 ~~times~~The ~~and~~weighted-average ~~the~~interest ~~covenant~~rate ofon ~~4.50 times)~~ the ~~Company's~~revolving ~~consolidated~~credit ~~net~~facility ~~total~~as ~~leverage~~of ~~ratio~~March 28, 2019 was 45.~~0 times (versus the covenant of 6~~36%.~~25 times).~~

~~Senior~~Term ~~Secured Notes due 2022~~Loan—OnThe ~~April~~interest ~~27,~~rate ~~2012,~~on the ~~Company~~term ~~completed~~loan is a ~~private~~rate ~~placement~~chosen ofat ~~$400.0~~the ~~million~~Company’s inoption ~~aggregate~~of ~~principal~~either ~~amount~~the ofLIBOR 6index plus 3.~~000~~00% ~~Senior~~or ~~Secured~~the ~~Notes~~base ~~(the~~rate ~~“Notes~~plus ~~due~~2.00%. The ~~2022”)~~interest ~~for~~rate ~~which~~on the ~~registered~~term ~~exchange~~loan ~~offering~~as ~~was~~of ~~completed~~March 28, on2019 ~~November~~was ~~26, 2012~~5. 50%. The ~~Notes~~term ~~due~~loan ~~2022~~amortizes ~~pay~~at ~~interest~~a ~~semi-~~rate equal to 1.00% annually, into ~~arrears~~be onpaid ~~April~~in 15equal ~~and~~quarterly ~~October~~installments. 15As of ~~each~~March 28, ~~year~~2019, ~~which~~the ~~commenced~~Company onhas ~~October~~paid ~~15,~~principal ~~2012~~of $1. ~~The~~3 ~~Notes~~million, ~~due~~reducing ~~2022~~the ~~were~~outstanding ~~issued~~balance atto ~~100%~~$268.7 ofmillion. ~~the~~The ~~face~~term ~~amount~~loan ~~thereof~~will ~~and~~mature ~~are~~on ~~senior~~June ~~secured~~20, ~~obligations~~2025 ofcontingent upon the ~~Company,~~refinancing ~~rank~~of the ~~same~~Notes asdue ~~the~~2022 ~~Company’s~~on ~~senior~~or ~~secured~~prior ~~credit~~to ~~facility~~October 30, ~~subject~~2021. toIf ~~certain~~the ~~exceptions,~~Notes ~~and~~due ~~share~~2022 inare ~~the~~not ~~same~~refinanced ~~collateral~~on ~~that~~or ~~secures~~prior ~~the~~to ~~Company’s~~October ~~obligations~~30, ~~under~~2021, then the ~~senior~~term ~~secured~~loan ~~credit~~will ~~facility~~instead mature on December 30, 2021.

~~Senior~~The ~~Unsecured~~senior ~~Notes~~secured ~~due~~credit ~~2026—On~~facility ~~August~~contains ~~19, 2016, the Company completed~~ a ~~private~~number ~~placement~~ of ~~$250.0~~covenants ~~million~~and invarious ~~aggregate~~financial ~~principal~~ratio ~~amount~~requirements, ofincluding, ~~5.750% Senior Unsecured Notes~~ (~~the “Notes due 2026”~~i) ~~for~~a ~~which~~consolidated ~~the~~net ~~registered~~total ~~exchange~~leverage ~~offering~~ratio ~~was~~covenant ~~completed~~of ~~on November 8, 2016~~6. ~~The~~25 ~~Notes~~times ~~due~~for ~~2026~~each ~~pay~~quarterly ~~interest~~period ~~semi-annually in arrears on February 15~~ and ~~August~~(ii) 15with ofrespect ~~each~~to ~~year,~~the ~~which~~revolving ~~commenced~~credit ~~on February 15~~facility, ~~2017. The~~maintaining ~~Notes~~a ~~due~~consolidated ~~2026~~net ~~were~~senior ~~issued~~secured atleverage ~~100%~~ratio of ~~the~~equal ~~face~~to ~~amount~~or ~~thereof~~less ~~and~~than ~~are~~4.50 ~~the~~times ~~senior~~on ~~unsecured~~a ~~obligations~~quarterly ofbasis ~~the~~for ~~Company.~~each ~~During~~quarterly ~~September~~period ~~2018,~~in ~~the~~which ~~Company repurchased and canceled~~ a ~~total~~balance ofis ~~$7.7~~outstanding ~~million~~on of the ~~Notes~~revolving ~~due~~credit ~~2026~~facility. In addition, ~~reducing~~NCM ~~the~~LLC ~~principal~~is ~~amount~~permitted to ~~$242.3~~make ~~million~~quarterly asdividend ofpayments ~~September 27,~~and ~~2018.~~other ~~This~~restricted ~~repurchase~~payments ~~was~~with ~~treated~~its asavailable acash ~~partial~~as ~~debt~~long ~~extinguishment~~as ~~and~~NCM ~~resulted~~LLC's inconsolidated ~~the~~net ~~realization~~senior ofsecured aleverage ~~non-operating~~ratio ~~gain,~~(after ~~net~~giving ofeffect ~~written~~to ~~off~~any ~~debt~~such ~~issuance~~payment) ~~costs,~~is ofbelow $05.350 ~~million~~times ~~during the three~~ and ~~nine~~no ~~months~~default ~~ended~~or ~~September 27,~~event ~~2018.~~of ~~The~~default ~~Notes~~has ~~due~~occurred ~~2026~~and ~~will~~continues beto ~~effectively~~occur ~~subordinated~~under tothe ~~all~~senior ~~existing~~secured ~~and~~credit ~~future~~facility. As ~~secured~~of ~~debt~~March 28, ~~including~~2019, the ~~Notes~~Company’s ~~due~~consolidated ~~2022,~~net ~~its~~ senior secured ~~credit~~leverage ~~facility~~ratio ~~and~~was ~~any future asset backed loan facility~~3. ~~The~~20 ~~Notes~~times ~~due~~(versus ~~2026~~the ~~rank~~dividend ~~equally in right of~~ payment ~~with~~restriction ~~all~~ of ~~the~~5.50 ~~Company’s~~times ~~existing~~ and ~~future senior indebtedness, including~~ the ~~Notes~~covenant ~~due~~of ~~2022,~~4.50 times) the Company’'s ~~existing~~consolidated ~~senior~~net ~~secured~~total ~~credit~~leverage ~~facility,~~ratio ~~and~~was ~~any~~4.25 ~~future~~times ~~asset~~(versus ~~backed~~the ~~loan~~covenant ~~facility,~~of in6.25 ~~each case, without giving effect to collateral arrangements~~times).

Senior Secured Notes due 2022—On April 27, 2012, the Company completed a private placement of $400.0 million in aggregate principal amount of 6.000% Senior Secured Notes (the “Notes due 2022”) for which the registered exchange offering was completed on November 26, 2012. The Notes due 2022 pay interest semi-annually in arrears on April 15 and October 15 of each year, which commenced on October 15, 2012. The Notes due 2022 share in the same collateral that secures NCM LLC's obligations under the senior secured credit facility.

Senior Unsecured Notes due 2026—On August 19, 2016, the Company completed a private placement of $250.0 million in aggregate principal amount of 5.750% Senior Unsecured Notes (the “Notes due 2026”) for which the registered exchange offering was completed on November 8, 2016. The Notes due 2026 pay interest semi-annually in arrears on February 15 and August 15 of each year, which commenced on February 15, 2017. The Notes due 2026 were issued at 100% of the face amount thereof and are the senior unsecured obligations of the Company. NCM LLC repurchased and canceled a total of $5.0 million and $15.0 million of the Notes due 2026 during 2019 and 2018, respectively, reducing the principal amount to $230.0 million as of March 28, 2019. These repurchases were treated as partial debt extinguishments and resulted in the realization of a non-operating gain, net of written off debt issuance costs, of $0.3 million and $0.0 million during the three months ended March 28, 2019 and March 29, 2018, respectively.

6. COMMITMENTS AND CONTINGENCIES

Legal Actions—The Company is subject to claims and legal actions in the ordinary course of business. The Company believes such claims will not have a material effect individually and in the aggregate on its financial position, results of operations or cash flows.

~~Minimum~~Operating ~~Revenue~~Commitments ~~Guarantees―As~~- ~~part~~Facilities of- ~~the~~The ~~network~~Company ~~affiliate~~has ~~agreements~~ entered into inoperating ~~the~~lease ~~ordinary~~agreements ~~course of business under which the Company sells advertising~~ for ~~display~~its incorporate ~~various~~headquarters ~~network~~and ~~affiliate~~other ~~theater~~regional ~~chains,~~offices. ~~the~~The Company has ~~agreed~~a toright-of-use ~~certain~~(“ROU”) ~~minimum~~asset ~~revenue~~of ~~guarantees on a per attendee basis~~$21.5 Ifmillion aand ~~network~~short-term ~~affiliate~~and ~~achieves~~long-term ~~the~~lease ~~attendance~~liabilities ~~set~~of ~~forth~~$1.3 inmillion ~~their~~and ~~respective~~$24.3 ~~agreement~~million, ~~the~~respectively, ~~Company~~on ~~has guaranteed minimum revenue for~~ the ~~network~~balance ~~affiliate~~sheet ~~per~~as ~~attendee~~of ifMarch ~~such~~28, ~~amount~~2019, ~~paid~~for ~~under~~all ~~the~~material ~~revenue~~leases ~~share~~with ~~arrangement~~terms islonger ~~less~~ than ~~its~~twelve ~~guaranteed amount~~months. As These ofbalances ~~September 27,~~are ~~2018,~~included ~~the~~within ~~maximum~~'Other ~~potential~~assets', ~~amount~~'Other ofcurrent ~~future~~liabilities' ~~payments~~and ~~the~~'Other ~~Company~~liabilities', ~~could~~respectively, beon ~~required to make pursuant to~~ the ~~minimum~~unaudited ~~revenue~~Condensed ~~guarantees~~Balance ~~is $76~~Sheets.7 ~~million~~The ~~over~~Company ~~the~~has ~~remaining~~options ~~terms~~on certain of ~~the~~these ~~network~~facilities ~~affiliate~~to ~~agreements.~~extend ~~These~~the ~~minimum~~lease ~~guarantees~~or ~~relate~~ to ~~various~~terminate ~~affiliate~~part ~~agreements~~or ~~ranging~~all inof ~~term~~the ~~from~~leased ~~one~~space ~~to twenty years,~~ prior to ~~any~~the ~~renewal~~lease ~~periods~~end ofdate. ~~which~~Certain ~~some~~termination ~~are~~fees atwould ~~the~~be ~~option~~due ofupon ~~the~~exercise ~~Company.~~of ~~During~~ the ~~three~~early ~~and~~termination ~~nine~~options ~~months~~as ~~ended~~outlined ~~September 27,~~within ~~2018,~~ the ~~Company~~underlying ~~paid $0~~agreements.7 None ~~million~~of ~~related to~~ these ~~minimum~~options ~~guarantees.~~were ~~The~~considered ~~Company~~reasonably ~~made~~certain noof ~~payments~~exercise ~~during~~and ~~the~~thus ~~three~~have ~~and~~not ~~nine~~been ~~months~~recognized ~~ended~~as ~~September 28,~~part ~~2017.~~of ~~Additionally,~~ the ~~Company~~ROU ~~has~~asset ~~accrued $0.3 million~~ and $0lease liabilities.0 ~~million~~As ~~related~~of toMarch ~~affiliate~~28, ~~agreements~~2019, ~~with~~the ~~guaranteed~~Company ~~minimums~~had ina ~~excess~~weighted ofaverage ~~the~~remaining ~~revenue~~lease ~~share~~term ~~agreement as~~ of ~~September 27,~~11.0 ~~2018~~years ~~and~~on ~~December~~these ~~28, 2017, respectively~~leases.

~~Theater~~The ~~Access~~Company ~~Fee~~has ~~Guarantees—In~~also ~~consideration~~entered ~~for~~into ~~NCM~~certain ~~LLC’s access to the founding members’ theater attendees for on~~short-~~screen~~term ~~advertising~~leases ~~and~~with ~~use of lobbies and other space within the founding members’ theaters for the LEN and lobby promotions, the founding members receive~~ a ~~monthly~~term ~~theater access fee under the ESAs. The theater access fee is composed~~ of aless ~~fixed~~than ~~payment~~one per patron, a fixed payment per digital screen (connected to the DCN) and a fee for access to higher quality digital cinema equipment. The payment per theater patron increases by 8% every five years, with this increase last occurring in fiscal year ~~2017, and the payment per digital screen and for digital cinema equipment increasing annually by 5%~~. ~~The~~These ~~theater~~leases ~~access~~are ~~fee~~not ~~paid~~included inwithin the ~~aggregate to all founding members cannot be less than 12% of NCM LLC~~Company’s ~~aggregate~~ROU ~~advertising~~asset ~~revenue (as defined in the ESA),~~ or itlease ~~will~~liabilities bedue ~~adjusted upward to reach this minimum payment. As of September 27, 2018 and December 28, 2017,~~ the Company’s ~~had~~election noof ~~liabilities recorded for~~ the ~~minimum~~practical ~~payment,~~expedient ~~as the theater access fee was~~ in ~~excess~~ASC of842-20-25-2 ~~the~~for ~~minimum~~short-term leases.

~~7. FAIR VALUE MEASUREMENTS~~14

NATIONAL CINEMEDIA, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

~~prioritizes~~During the ~~inputs~~three ~~used~~months toended ~~measure~~March ~~fair~~28, ~~value~~2019, ~~into~~the ~~three~~Company ~~levels~~recognized ~~and~~the ~~bases~~following ~~the~~components ~~categorization~~of total lease cost (in millions). These costs are presented within ~~the~~selling ~~hierarchy~~and ~~upon~~marketing costs and administrative and other costs within the ~~lowest~~unaudited ~~level~~Condensed Statements of ~~input~~Income ~~that~~depending isupon ~~available~~the ~~and~~nature ~~significant~~of to the ~~fair~~use ~~value~~of ~~measurement:~~the facility.



	Three months ended
	March 28, 2019
Operating lease cost	$	0.8
Short-term lease cost	0.1
Variable lease cost	0.1
Total lease cost	$	1.0

The Company made total lease payments of $0.8 million during the three months ended March 28, 2019. These payments are included within cash flows from operating activities within the unaudited Condensed Statement of Cash Flows. The minimum lease payments under noncancelable operating leases as of December 27, 2018 were as follows (in millions).



Year	Minimum Lease Payments
2019	$	3.5
2020	3.3
2021	3.4
2022	3.4
2023	3.4
Thereafter	22.1
Total	$	39.1

The future lease payments under noncancelable operating leases as of March 28, 2019 were as follows (in millions).



Year	Future Lease Payments
2019 (March 29, 2019 - December 26, 2019)	$	2.5
2020	3.3
2021	3.3
2022	3.4
2023	3.4
2024	3.5
Thereafter	18.7
Total	38.1
Less: Imputed interest on future lease payments	(12.5		)
Total lease liability as of March 28, 2019 per the Condensed Balance Sheet	$	25.6

When measuring the ROU assets and lease liabilities recorded, the Company utilized its incremental borrowing rate in order to determine the present value of the lease payments as the leases do not provide an implicit rate. The Company uses the rate of interest that it would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. As of March 28, 2019, the Company’s weighted average annual discount rate was 7.42%.

Operating Commitments - ESAs and Affiliate Agreements - The Company has entered into long-term ESAs with the founding members and multi-year agreements with certain network affiliates, or third-party theater circuits. The ESAs and network affiliate agreements grant NCM LLC exclusive rights in their theaters to sell advertising, subject to limited exceptions. The Company recognizes intangible assets upon issuance of membership units to the founding members in accordance with NCM LLC’s Common Unit Adjustment Agreement and upfront cash payments to the affiliates for the contractual rights to provide the Company’s services within their theaters as further discussed within Note 3 - Intangible Assets. These ESA and

NATIONAL CINEMEDIA, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

network affiliate agreements are considered leases under ASC 842 once the asset is identified and the period of control is determined upon the scheduling of the showtimes by the exhibitors, typically one week prior to the showtime. As such, the leases are considered short-term in nature, specifically less than one month. Within ASC 842, leases with terms of less than one month are exempt from the majority of the accounting and disclosure requirements, including disclosure of short-term lease expense. No ROU assets or lease liabilities were recognized for these agreements and no change to the balance sheet presentation of the intangible assets is necessary. However, the amortization of these intangible assets is considered lease expense and was therefore, reclassified in the current period from 'Depreciation and amortization expense' to 'Amortization of intangibles recorded for network theater screen leases' within the unaudited Condensed Statement of Income.

In consideration for NCM LLC’s access to the founding members’ theater attendees for on-screen advertising and use of lobbies and other space within the founding members’ theaters for the LEN and lobby promotions, the founding members receive a monthly theater access fee under the ESAs. The theater access fee is composed of a fixed payment per patron, a fixed payment per digital screen (connected to the DCN) and a fee for access to higher quality digital cinema equipment. The payment per theater patron increases by 8% every five years, with this next increase occurring in fiscal year 2022, and the payment per digital screen and for digital cinema equipment increasing annually by 5%. The theater access fee paid in the aggregate to all founding members cannot be less than 12% of NCM LLC’s aggregate advertising revenue (as defined in the ESA), or it will be adjusted upward to reach this minimum payment. As of March 28, 2019 and December 27, 2018, the Company had no liabilities recorded for the minimum payment, as the theater access fee was in excess of the minimum.

The network affiliates compensation is considered variable lease expense and varies by circuit depending upon the agreed upon terms of the network affiliate agreement. The majority of agreements are centered around a revenue share where an agreed upon percentage of the advertising revenue received from a theater’s attendance is paid to the circuit. As part of the network affiliate agreements entered into in the ordinary course of business under which the Company sells advertising for display in various network affiliate theater chains, the Company has agreed to certain minimum revenue guarantees on a per attendee basis. If a network affiliate achieves the attendance set forth in their respective agreement, the Company has guaranteed minimum revenue for the network affiliate per attendee if such amount paid under the revenue share arrangement is less than its guaranteed amount. As of March 28, 2019, the maximum potential amount of future payments the Company could be required to make pursuant to the minimum revenue guarantees is $97.9 million over the remaining terms of the network affiliate agreements. These minimum guarantees relate to various affiliate agreements ranging in term from one to twenty years, prior to any renewal periods of which some are at the option of the Company. Additionally, the Company accrued $0.5 million and $0.1 million related to affiliate agreements with guaranteed minimums in excess of the revenue share agreement as of March 28, 2019 and December 27, 2018, respectively.

7. FAIR VALUE MEASUREMENTS

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

Non-Recurring Measurements— Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. These assets include long-lived assets, intangible assets, other investments, notes receivable and borrowings.

Long-Lived Assets, Intangible Assets, Other Investments and Notes Receivable—The Company regularly reviews long-lived assets (primarily property, plant and equipment), intangible assets, investments accounted for under the cost or equity method and notes receivable for impairment whenever certain qualitative factors, events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. When the estimated fair value is determined to be lower than the carrying value of the asset, an impairment charge is recorded to write the asset down to its estimated fair value.

Other investments consisted of the following (in millions):

	As of
	September 27, 2018		December 28, 2017
Investment in AC JV, LLC (1)	$	1.1	$	1.0
Other investments (2)	2.1		2.5
Total	$	3.2	$	3.5

(1) Refer to Note 4—Related Party Transactions. This investment is accounted for utilizing the equity method.

(2) The Company received equity securities in privately held companies as consideration for a portion of advertising contracts. The equity securities are accounted for at adjusted cost in accordance with the practicability exception under ASU 2016-1 and represent an ownership of less than 20%. The Company does not exert significant influence on these companies’ operating or financial activities.

During the three months ended September 27, 2018 and September 28, 2017 and nine months ended September 27, 2018 and September 28, 2017, the Company recorded impairment charges of $0.0 million, $0.0 million, $0.4 million, and $3.1 million, respectively, on certain of its investments due to a significant deterioration in the business prospects of the investee or new information regarding the fair value of the investee, which brought the total remaining value of the respective impaired investments to $0.0 million as of September 27, 2018 and $0.1 million as of September 28, 2017. As of September 27, 2018, no other observable price changes or impairments have been recorded as a result of the Company’s qualitative assessment of identified events or changes in the circumstances of the remaining investments. The investment in AC JV, LLC was initially valued using comparative market multiples. The other investments were recorded based upon the fair value of the services provided in exchange for the investment. As the inputs to the determination of fair value are based upon non-identical assets and use significant unobservable inputs, they have been classified as Level 3 in the fair value hierarchy.

As of September 27, 2018 and December 28, 2017, the Company had notes receivable totaling $8.3 million and $8.3 million, respectively, from its founding members related to the sale of Fathom Events, as described in Note 4—Related Party Transactions. These notes were initially valued using comparative market multiples. There were no identified events or changes in circumstances that had a significant adverse effect on the fair value of the notes receivable. The notes are classified as Level 3 in the fair value hierarchy as the inputs to the determination of fair value are based upon non-identical assets and use significant unobservable inputs.

Borrowings—The carrying amount of the revolving credit facility is considered a reasonable estimate of fair value due to its floating-rate terms. The estimated fair values of the Company’s financial instruments where carrying values do not approximate fair value were as follows (in millions):

NATIONAL CINEMEDIA, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

	As of September 27, 2018				As of December 28, 2017
	As of
	Carrying Value		Fair Value (1)		Carrying Value		Fair Value (1)
	March 28, 2019		December 27, 2018
Term loan	$	269.4	$	270.2	$	270.0	$	270.8
Investment in AC JV, LLC (1)	$	1.1	$	0.9
Notes due 2022	400.0		406.5		400.0		407.3
Other investments (2)	2.1		2.1
Notes due 2026	242.3		239.0		250.0		235.0
Total	$	3.2	$	3.0


(1)	Refer to Note 4—Related Party Transactions. This investment is accounted for utilizing the equity method.

(2)

The Company received equity securities in privately held companies as consideration for a portion of advertising contracts. The equity securities are accounted for at adjusted cost in accordance with the practicability exception under Accounting Standards Update 2016-1, Recognition and Measurement of Financial Assets and Financial Liabilities, and represent an ownership of less than 20%. The Company does not exert significant influence on these companies’ operating or financial activities.

During the three months ended March 28, 2019 and March 29, 2018, the Company recorded impairment charges of $0.0 million and $0.4 million, respectively, on certain of its investments due to a significant deterioration in the business prospects of the investee or new information regarding the fair value of the investee, which brought the total remaining value of the respective impaired investments to $0.0 million as of March 28, 2019 and March 29, 2018. As of March 28, 2019, no other observable price changes or impairments have been recorded as a result of the Company’s qualitative assessment of identified events or changes in the circumstances of the remaining investments. The investment in AC JV, LLC was initially valued using comparative market multiples. The other investments were recorded based upon the fair value of the services provided in exchange for the investment. As the inputs to the determination of fair value are based upon non-identical assets and use significant unobservable inputs, they have been classified as Level 3 in the fair value hierarchy.

As of March 28, 2019 and December 27, 2018, the Company had notes receivable totaling $4.2 million and $5.6 million, respectively, from its founding members related to the sale of Fathom Events, as described in Note 4—Related Party Transactions. These notes were initially valued using comparative market multiples. There were no identified events or changes in circumstances that had a significant adverse effect on the fair value of the notes receivable. The notes are classified as Level 3 in the fair value hierarchy as the inputs to the determination of fair value are based upon non-identical assets and use significant unobservable inputs.



	As of March 28, 2019				As of December 27, 2018
	Carrying Value		Fair Value (1)		Carrying Value		Fair Value (1)
Term loan	$	268.7	$	264.7	$	269.4	$	261.2
Notes due 2022	400.0		404.5		400.0		401.8
Notes due 2026	230.0		213.3		235.0		211.0


(1)	If the Company were to measure the borrowings in the above table at fair value on the balance sheet they would be classified as Level 2 based upon the inputs utilized.

1817

NATIONAL CINEMEDIA, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

8. SUBSEQUENT EVENT

On November 2, 2018, Andrew J. England stepped down as Chief Executive Officer and as a member of the Board of Directors (the "Board") of NCM, Inc., effective immediately. In connection with Mr. England’s departure, the Company announced that it has retained an executive search firm to initiate a search for a new CEO to succeed Mr. England. Clifford E. Marks, the Company’s President, will serve as Interim Chief Executive Officer until the Board appoints a permanent CEO. Mr. Marks will continue to serve as President of the Company.

The Company intends to treat Mr. England’s termination of employment as an “Involuntary Termination” under his employment agreement with the Company, as described in NCM, Inc.’s 2018 definitive proxy statement under the caption “Potential Payments Upon Termination or Change in Control - Andrew J. England - Without Cause or For Good Reason or Expiration of Agreement.” Mr. England’s termination of employment is not the result of a violation of any company policy.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Some of the information in this Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended. All statements other than statements of historical facts included in this Form 10-Q, including, without limitation, certain statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may constitute forward-looking statements. In some cases, you can identify these “forward-looking statements” by the specific words, including but not limited to “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of those words and other comparable words. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those indicated in these statements as a result of certain factors as more fully discussed under the heading “Risk Factors” contained below and in our annual report on Form 10-K for the Company’s fiscal year ended December 2827, ~~2017~~2018. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. The following discussion and analysis should be read in conjunction with the unaudited Condensed Financial Statements and notes thereto included herein and the audited financial statements and other disclosure included in our annual report on Form 10-K for the Company’s fiscal year ended December 2827, ~~2017~~2018.

Overview

We are America's Movie Network. As the #1 weekend network for Millennials (age 18-34) in the U.S., we are the connector between brands and movie audiences. We currently derive revenue principally from the sale of advertising to national, regional and local businesses in Noovie, our cinema advertising and entertainment pre-show seen on movie screens across the U.S. During 2018, we launched our Noovie ~~ARcade~~Arcade mobile app which brings augmented reality to our Noovie pre-show and over ~~one~~2.1 million movie goers have already downloaded the app as of ~~September 27~~March 28, ~~2018~~2019. We also sell advertising on our LEN, a series of strategically-placed screens located in movie theater lobbies, as well as other forms of advertising and promotions in theater lobbies. In addition, we sell online and mobile advertising through our Cinema Accelerator digital product to reach entertainment audiences beyond the theater. We have long-term ESAs (approximately 18 years remaining as of ~~September~~March 2728, ~~2018~~2019) with the founding members and multi-year agreements with our network affiliates, which expire at various dates between ~~December~~September ~~31,~~2019 ~~2018~~ and July ~~22,~~ 2031. The weighted average remaining term (based on attendance) of the ESAs and the network affiliate agreements is 1615.18 years as of ~~September~~March 2728, ~~2018~~2019. The ESAs and network affiliate agreements grant us exclusive rights in their theaters to sell advertising, subject to limited exceptions. Our Noovie pre-show and LEN programming are distributed predominantly via satellite through our proprietary DCN. Approximately 98% of the aggregate founding member and network affiliate theater attendance is generated by theaters connected to our DCN (the remaining screens receive advertisements on USB drives) and 100% of the Noovie pre-show is projected on digital projectors (9496% digital cinema projectors and 64% LCD projectors) as of ~~September~~March 2728, ~~2018~~2019.

Management focuses on several measurements that we believe provide us with the necessary ratios and key performance indicators to manage our business, determine how we are performing versus our internal goals and targets, and against the performance of our competitors and other benchmarks in the marketplace in which we operate. Senior executives hold meetings at least once per quarter with members of management to discuss and analyze operating results and address significant variances to budget and prior year in an effort to identify trends and changes in our business. We focus on operating metrics including changes in revenue, ~~OIBDA,~~ Adjusted OIBDA and Adjusted OIBDA margin, as defined and discussed below, as some of our primary measurement metrics. In addition, we monitor our monthly advertising performance measurements, including advertising inventory utilization, national and ~~local and~~ regional advertising pricing (CPM), local ~~and regional~~ advertising rate per screen per week, national and local and regional and total advertising revenue per attendee. We also monitor free cash flow, the dividend coverage ratio, financial leverage ratio (net debt divided by Adjusted OIBDA including integration payments and other encumbered theater payments), cash balances and revolving credit facility availability to ensure financial debt covenant compliance and that there is adequate cash availability to fund our working capital needs and debt obligations and current and future distributions to members. Financial results, including the metrics outlined above, are presented to the Board of Directors on a monthly basis.

19Our operating results may be affected by a variety of internal and external factors and trends described more fully in the section entitled “Risk Factors” below and in our Form 10-K filed with the SEC on February 25, 2019 for our fiscal year ended December 27, 2018.

financial debt covenant compliance and that there is adequate cash availability to fund our working capital needs and debt obligations and current and future distributions to members. Financial results, including the metrics outlined above, are presented to the Board of Directors on a monthly basis.

Our operating results may be affected by a variety of internal and external factors and trends described more fully in the section entitled “Risk Factors” below and in our Form 10-K filed with the SEC on March 19, 2018 for our fiscal year ended December 28, 2017.

Summary Historical and Operating Data

You should read this information with the other information contained in this document, and our unaudited historical financial statements and the notes thereto included elsewhere in this document. ~~The following table presents operating data, OIBDA and Adjusted OIBDA (dollars in millions, except margin data):~~

													% Change
	Q3 2018			Q3 2017			YTD 2018			YTD 2017			Q3 2018 to Q3 2017		YTD 2018 to YTD 2017
Revenue	$	110.1		$	116.4		$	304.0		$	285.4		(5.4	)%	6.5	%
Operating expenses:
Advertising	44.2			43.3			133.4			130.8			2.1	%	2.0	%
Network, administrative and unallocated costs	23.6			22.8			77.1			70.9			3.5	%	8.7	%
Total operating expenses	67.8			66.1			210.5			201.7			2.6	%	4.4	%
Operating income	42.3			50.3			93.5			83.7			(15.9	)%	11.7	%
Non-operating expenses	13.9			13.0			42.8			38.8			6.9	%	10.3	%
Income tax expense	(0.1		)	—			0.2			0.1			(100.0	)%	100.0	%
Net income	$	28.5		$	37.3		$	50.5		$	44.8		(23.6	)%	12.7	%
OIBDA	$	52.3		$	59.7		$	123.0		$	111.9		(12.4	)%	9.9	%
Adjusted OIBDA	$	53.6		$	62.6		$	129.2		$	122.5		(14.4	)%	5.5	%
Adjusted OIBDA margin	48.7		%	53.8		%	42.5		%	42.9		%	(5.1	)%	(0.4	)%
Total theater attendance (in millions) (1)	164.7			150.6			535.8			492.1			9.4	%	8.9	%

Our Operating Data—The following table presents operating data and Adjusted OIBDA (dollars in millions, except margin data):



								% Change
	Q1 2019				Q1 2018			Q1 2019 to Q1 2018
Revenue	$	76.9			$	80.2		(4.1	)%
Operating expenses:
Advertising	39.2				42.6			(8.0	)%
Network, administrative and unallocated costs	26.8				26.6			0.8	%
Total operating expenses	66.0				69.2			(4.6	)%
Operating income	10.9				11.0			(0.9	)%
Non-operating expenses	13.8				13.7			0.7	%
Income tax expense	—				0.3			(100.0	)%
Net loss	$	(2.9	)	—	$	(3.0	)	(3.3	)%

Adjusted OIBDA	$	22.1			$	23.3		(5.2	)%
Adjusted OIBDA margin	28.8		%		29.1		%	(0.3	)%
Total theater attendance (in millions) (1)	148.7				177.0			(16.0	)%

NM = Not Meaningful

(1) Represents the total attendance within our advertising network, excluding screens and attendance associated with certain AMC Carmike, AMC Rave and Cinemark Rave theaters that are currently part of another cinema advertising network for all periods presented. Refer to Note 3 to the unaudited Condensed Financial Statements included elsewhere in this document.

Non-GAAP Financial Measures

Adjusted Operating Income Before Depreciation and Amortization (“Adjusted OIBDA”), ~~Adjusted OIBDA~~ and Adjusted OIBDA margin are not financial measures calculated in accordance with GAAP in the United States. Adjusted OIBDA represents operating income before depreciation and amortization expense~~. Adjusted~~ ~~OIBDA~~adjusted ~~excludes~~to ~~from~~also ~~OIBDA~~exclude amortization of intangibles recorded for network theater screen leases, non-cash share based compensation costs, and Chief Executive Officer transition costs ~~and early lease termination expense~~. Adjusted OIBDA margin is calculated by dividing Adjusted OIBDA by total revenue. Our management uses these non-GAAP financial measures to evaluate operating performance, to forecast future results and as a basis for compensation. The Company believes these are important supplemental measures of operating performance because they eliminate items that have less bearing on its operating performance and so highlight trends in its core business that may not otherwise be apparent when relying solely on GAAP financial measures. The Company believes the presentation of these measures is relevant and useful for investors because it enables them to view performance in a manner similar to the method used by the Company’s management, helps improve their ability to understand the Company’s operating performance and makes it easier to compare the Company’s results with other companies that may have different depreciation and amortization policies, amortization of intangibles recorded for network theater screen leases, non-cash share based compensation programs, CEO turnover, ~~early lease termination expense,~~ interest rates, debt levels or income tax rates. A limitation of these measures, however, is that they exclude depreciation and amortization, which represent a proxy for the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in the Company’s business. In addition, Adjusted OIBDA has the limitation of not reflecting the effect of the Company’s amortization of intangibles recorded for network theater screen leases, share based payment costs, or costs associated with the resignation of the Company’s former Chief Executive Officer ~~or early lease termination expense~~. ~~OIBDA or~~ Adjusted OIBDA should not be regarded as an alternative to operating income, net income or as ~~indicators~~an indicator of operating performance, nor should ~~they~~it be considered in isolation of, or as ~~substitutes~~a substitute for financial measures prepared in accordance with GAAP. The Company believes that operating income is the most directly comparable GAAP financial measure to Adjusted OIBDA. Because not all companies use identical calculations, these non-GAAP presentations may not be comparable to other similarly titled measures of other companies, or calculations in the Company’s debt agreement.

2119

The following table reconciles operating income to ~~OIBDA and~~ Adjusted OIBDA for the periods presented (dollars in millions):

	Q3 2018			Q3 2017			YTD 2018			YTD 2017
	Q1 2019			Q1 2018
Operating income	$	4210.39		$	5011.30		$	~~93.5~~		$	~~83.7~~
Depreciation and amortization	10.0			9.4			29.5			28.2
Depreciation expense	3.3			2.8
OIBDA	$	52.3		$	59.7		$	123.0		$	111.9
Amortization expense (1)	—			6.7
Share-based compensation costs (1)	1.3			2.8			6.2			8.3
Amortization of intangibles recorded for network theater screen leases (1)	6.9			—
CEO transition costs (2)	—			0.1			—			0.5
Share-based compensation costs (2)	0.8			2.8
Early lease termination expense (3)	—			—			—			1.8
CEO transition costs (3)	0.2			—
Adjusted OIBDA	$	5322.61		$	6223.63		$	~~129.2~~		$	~~122.5~~
Total revenue	$	~~110~~76.19		$	~~116~~80.42		$	~~304.0~~		$	~~285.4~~
Adjusted OIBDA margin	4828.78		%	5329.81		%	~~42.5~~		%	~~42.9~~		%

(1) ~~Share-based~~Following ~~compensation~~the ~~costs~~adoption ~~are~~of ~~included~~ASC ~~in network operations~~842, ~~selling~~as ~~and~~discussed ~~marketing,~~within ~~administrative~~Note ~~expense~~1 ~~and~~to ~~administrative fee – managing member in~~ the ~~accompanying~~ unaudited Condensed Financial Statements. ~~These~~included ~~costs~~elsewhere ~~represent~~in ~~both~~this ~~non-cash~~document, ~~charges~~amortization ~~and~~of ~~cash charges paid through~~ the ~~administrative~~ESA ~~fee~~and ~~with~~affiliate ~~the~~intangible ~~managing~~balances ~~member.~~is ~~The~~considered ~~amount~~a form of ~~share-based~~lease ~~compensation~~expense ~~costs~~and ~~that~~has ~~were~~been ~~non-cash~~reclassified ~~were~~to ~~$0.8~~this ~~million,~~account ~~$1.6~~as ~~million,~~of ~~$3.6 million and $5.4 million for~~ the ~~three~~adoption ~~months~~date, ~~ended~~December ~~September 27~~28, 2018. ~~and~~The ~~September~~Company ~~28,~~adopted ~~2017~~ASC ~~and~~842 ~~nine~~prospectively ~~months~~and ~~ended September 27~~thus, ~~2018~~prior ~~and~~period ~~September~~balances ~~28,~~remain ~~2017,~~within ~~respectively~~amortization expense.

(2) ~~Chief~~Share-based ~~Executive~~compensation ~~Officer transition~~ costs ~~represent~~are ~~consulting,~~included ~~relocation~~in ~~and~~network ~~other~~operations, ~~costs~~selling and ~~are~~marketing, ~~primarily~~administrative ~~included~~expense inand administrative fee – managing member in the accompanying unaudited Condensed Financial Statements. These costs represent both non-cash charges and cash charges paid through the administrative fee with the managing member. The amount of share-based compensation costs that were non-cash were $0.5 million and $1.8 million for the three months ended March 28, 2019 and March 29, 2018, respectively.

(3) ~~Early~~Chief ~~lease~~Executive ~~termination~~Officer ~~expense~~transition ~~represents~~costs anrepresent ~~expense~~costs ~~recorded~~associated ~~upon~~with the ~~early~~search ~~termination~~for ofa ~~the~~new ~~lease of our previous corporate headquarters because the early termination payment made by the~~ Company ~~was reimbursed by the landlord of the new building~~CEO.

Our Network—The change in the number of screens in our network by the founding members and network affiliates during the first three months of 2019 was as follows.



	Number of screens
	Founding Members		Network Affiliates		Total
Balance as of December 27, 2018	16,768		4,404		21,172
Closures, net of openings (1)	(53	)	(175	)	(228	)
Balance as of March 28, 2019	16,715		4,229		20,944

______________________________________


(1)	Includes the loss of one of our affiliates that did not renew its contract resulting in a reduction of 244 affiliate screens to our network, partially offset by screens added by other existing affiliates.

Our founding member and network affiliate agreements allow us to sell cinema advertising across the largest network of digitally-equipped theaters in the U.S. We believe that our market coverage strengthens our selling proposition and competitive positioning against other national, regional and local video advertising platforms, including television, online and mobile video platforms and other out of home video advertising platforms by allowing advertisers the broad reach and national scale that they need to effectively reach their target audiences.

Basis of Presentation

The results of operations data for the three ~~and nine~~ months ended ~~September~~March 2728, ~~2018~~2019 (~~third~~first quarter of ~~2018~~2019) and ~~September~~March 2829, ~~2017~~2018 (~~third~~first quarter of ~~2017~~2018) was derived from the unaudited Condensed Financial Statements and accounting records of NCM LLC and should be read in conjunction with the notes thereto.

Results of Operations

~~Third~~First Quarter of ~~2018~~2019 and ~~Third~~First Quarter of ~~2017~~2018

Revenue. Total revenue decreased 5.4.1%, from $~~116~~80.42 million for the ~~third~~first quarter of ~~2017~~2018 to $~~110~~76.19 million for the ~~third~~first quarter of ~~2018~~2019. The following is a summary of revenue by category (in millions):

					$ Change			% Change
	Q3 2018		Q3 2017		Q3 2018 to Q3 2017			Q3 2018 to Q3 2017
National advertising revenue	$	80.8	$	84.5	$	(3.7	)	(4.4	)%
Local and regional advertising revenue	21.9		25.2		(3.3		)	(13.1	)%
Founding member advertising revenue from beverage concessionaire agreements	7.4		6.7		0.7			10.4	%
Total revenue	$	110.1	$	116.4	$	(6.3	)	(5.4	)%

The following table shows data on theater attendance and revenue per attendee for the third quarter of 2018 and the third quarter of 2017:



					$ Change			% Change
	Q1 2019		Q1 2018		Q1 2019 to Q1 2018			Q1 2019 to Q1 2018
National advertising revenue	$	54.0	$	54.8	$	(0.8	)	(1.5	)%
Local advertising revenue	12.8		13.5		(0.7		)	(5.2	)%
Regional advertising revenue	3.4		3.9		(0.5		)	(12.8	)%
Founding member advertising revenue from beverage concessionaire agreements	6.7		8.0		(1.3		)	(16.3	)%
Total revenue	$	76.9	$	80.2	$	(3.3	)	(4.1	)%

22The following table shows data on theater attendance and revenue per attendee for the first quarter of 2019 and the first quarter of 2018:

					% Change
	Q3 2018		Q3 2017		Q3 2018 to Q3 2017
	Q1 2019		Q1 2018		Q1 2019 to Q1 2018
National advertising revenue per attendee	$	0.~~491~~363	$	0.~~561~~310	~~(12~~17.51	)%
Local and regional advertising revenue per attendee	$	0.133	$	0.167	(20.4	)%
Local advertising revenue per attendee	$	0.086	$	0.076	13.2	%
Total advertising revenue (excluding founding member beverage revenue) per attendee	$	0.624	$	0.728	(14.3	)%
Regional advertising revenue per attendee	$	0.023	$	0.022	4.5	%
Total advertising revenue per attendee	$	0.668	$	0.773	(13.6	)%
Total advertising revenue (excluding founding member beverage revenue) per attendee	$	0.472	$	0.408	15.7	%
Total theater attendance (in millions) (1)	164.7		150.6		9.4	%
Total advertising revenue per attendee	$	0.517	$	0.453	14.1	%
Total theater attendance (in millions) (1)	148.7		177.0		(16.0	)%


(1)	Represents the total attendance within our advertising network, excluding screens and attendance associated with certain AMC Carmike, AMC Rave and Cinemark Rave theaters that are currently part of another cinema advertising network for all periods presented.

National advertising revenue. The $30.78 million, or 41.45% decrease in national advertising revenue (excluding beverage revenue from ~~the~~ founding members) was ~~due~~ primarily due to a 9$1.7%0 million decrease in other revenue not included in the inventory measured by impressions sold or CPMs, ~~partially~~driven ~~offset~~by a decrease in barter revenue related primarily to timing year over year. Onscreen revenue measured by impressions sold or CPMs remained relatively flat due to the offset of an 8.1% decrease in impressions sold and a 510.50% increase in national advertising CPMs (excluding beverage) during the first quarter of 2019, compared to the first quarter of 2018. The decrease in impressions sold was ~~due~~ primarily due to lower scatter and content partner spending and ~~upfront~~a ~~placements,~~16.0% ~~partially~~decrease ~~offset~~in bynetwork anattendance. ~~increase~~The decrease in ~~scatter~~network ~~spending~~attendance inprevented us from fully recognizing the ~~third~~healthy first quarter customer demand and placing more of ~~2018~~our year-end make-good balance, ~~compared~~resulting toin ~~the~~an ~~third~~unseasonably ~~quarter~~high make-good balance of ~~2017~~$4.7 million as of March 28, 2019. The ~~decrease~~make-good inbalance represents sold but undelivered impressions ~~resulted~~as inof athe ~~decrease~~end inof ~~national~~the ~~inventory~~period. National advertising utilization, increased from ~~161~~95.32% in the ~~third~~first quarter of ~~2017~~2018 to ~~133~~104.21% in the ~~third~~first quarter of ~~2018, on a 9~~2019.4% ~~increase in network attendance.~~ Inventory utilization is calculated as utilized impressions divided by total advertising impressions, which is based on eleven 30-second salable national advertising units in our Noovie pre-show, which can be expanded, should market demand dictate. The increase in national advertising CPMs was due primarily to ~~higher~~a ~~demand~~shift in the ~~scatter~~mix ~~market,~~of ~~which~~customers iswith ~~inventory~~upfront ~~not~~commitments ~~included~~with ~~within~~higher anCPMs ~~upfront~~choosing orto ~~content~~place ~~partner~~their ~~commitment~~advertisements ~~sold~~in ~~closer to~~ the ~~advertisement~~first ~~air~~quarter ~~date~~of 2019, ~~typically~~compared atto ~~higher~~the ~~CPMs~~first quarter of 2018.

Local ~~and regional~~ advertising revenue. The $30.37 million, or 135.12% decrease in local ~~and regional~~ advertising revenue was primarily ~~due~~driven toby ana ~~approximate 8~~12.01% decrease in the volume ~~and~~of ~~contract~~local ~~value~~contracts, ofpartially ~~local~~offset ~~and~~by ~~regional~~a ~~contracts,~~5.1% increase in the ~~third~~average contract value in the first quarter of ~~2018~~2019, compared to the ~~third~~first quarter of ~~2017~~2018. ~~These~~The ~~decreases~~decrease in ~~local~~volume ~~and~~of ~~regional~~contracts ~~advertising~~was ~~revenue were primarily~~ driven by ~~decreases~~a decrease in ~~the value of~~ contracts ~~over~~less than $100,000 ~~within~~due to the ~~automotive~~reduction ~~and~~in ~~insurance~~the ~~categories~~local insales ~~the~~force ~~third~~following ~~quarter~~a realignment of sales territories in late 2018,. ~~compared~~The increase in average contract value is primarily due to ~~the~~an ~~third~~increase ~~quarter~~in integrated contracts incorporating the sale of ~~2017~~digital products in addition to traditional on-screen advertising.

~~Founding~~Regional ~~member~~advertising ~~beverage~~ revenue. The $0.75 million, or 1012.48% ~~increase~~decrease in ~~national~~regional advertising revenue ~~from founding members' beverage concessionaire agreements~~ was primarily ~~due~~driven toby a ~~9.1%~~decrease ~~increase~~ in ~~founding~~the ~~member~~value ~~attendance~~of ~~and~~significant anregional ~~increase~~contracts inwithin ~~beverage~~the ~~revenue~~automotive ~~CPMs,~~and intravel ~~the~~and ~~third~~tourism ~~quarter of 2018~~categories, ~~compared~~partially tooffset ~~the~~by ~~third~~an ~~quarter~~increase ofin ~~2017.~~regional ~~The~~contract ~~2018~~volume ~~beverage~~and ~~revenue~~value ~~CPM~~within ~~is based on~~ the ~~change~~apparel category in ~~CPM~~the ~~during~~first ~~segment~~quarter ~~one~~ of ~~our~~2019, ~~pre-show~~compared ~~from 2016~~ to ~~2017,~~the ~~which~~first ~~increased~~quarter 1of 2018.~~1%.~~

Operating expenses. Total operating expenses increased $1.7 million, or 2.6%, from $66.1 million for the third quarter of 2017 to $67.8 million for the third quarter of 2018. The following table shows the changes in operating expense for the third quarter of 2018 and the third quarter of 2017 (in millions):21

					$ Change			% Change
	Q3 2018		Q3 2017		Q3 2018 toQ3 2017			Q3 2018 toQ3 2017
Advertising operating costs	$	10.3	$	8.9	$	1.4		15.7	%
Network costs	3.2		3.7		(0.5		)	(13.5	)%
Theater access fees—founding members	19.7		18.1		1.6			8.8	%
Selling and marketing costs	15.3		17.2		(1.9		)	(11.0	)%
Administrative and other costs	6.4		5.4		1.0			18.5	%
Administrative fee—managing member	2.9		3.4		(0.5		)	(14.7	)%
Depreciation and amortization	10.0		9.4		0.6			6.4	%
Total operating expenses	$	67.8	$	66.1	$	1.7		2.6	%

Founding member beverage revenue. The $1.3 million, or 16.3%, decrease in national advertising revenue from the founding members’ beverage concessionaire agreements was primarily due to a 15.8% decrease in founding member attendance, partially offset by a 0.7% increase in beverage revenue CPMs, in the first quarter of 2019, compared to the first quarter of 2018. The 2019 beverage revenue CPM is based on the change in CPM during segment one of our pre-show from 2017 to 2018, which increased 0.7%.

~~Advertising~~Operating ~~operating costs~~expenses. ~~Advertising~~Total operating ~~costs~~expenses ~~increased~~decreased $13.42 million, or 154.76%, from $869.92 million for the ~~third~~first quarter of ~~2017~~2018 to $1066.30 million for the ~~third~~first quarter of ~~2018~~2019. The ~~increase~~following ~~was~~table ~~primarily~~shows ~~related~~the tochanges ain ~~$1.2~~operating ~~million~~expense for the first quarter of 2019 and the first quarter of 2018 (in millions):



					$ Change			% Change
	Q1 2019		Q1 2018		Q1 2019 to Q1 2018			Q1 2019 to Q1 2018
Advertising operating costs	$	7.3	$	7.0	$	0.3		4.3	%
Network costs	3.5		3.5		—			—	%
Theater access fees—founding members	19.1		20.6		(1.5		)	(7.3	)%
Selling and marketing costs	15.2		16.0		(0.8		)	(5.0	)%
Administrative and other costs	7.5		8.8		(1.3		)	(14.8	)%
Administrative fee—managing member	3.2		3.8		(0.6		)	(15.8	)%
Depreciation expense	3.3		2.8		0.5			17.9	%
Amortization expense	—		6.7		(6.7		)	(100.0	)%
Amortization of intangibles recorded for network theater screen leases	6.9		—		6.9			100.0	%
Total operating expenses	$	66.0	$	69.2	$	(3.2	)	(4.6	)%

~~increase~~Advertising inoperating ~~affiliate~~costs. ~~advertising~~Advertising ~~payments~~operating ~~related~~costs toincreased an$0.3 11million, or 4.13%, ~~increase~~from in$7.0 million for the ~~number~~first quarter of ~~affiliate~~2018 ~~screens~~to in$7.3 ~~our~~million ~~network~~for asthe ~~well~~first asquarter of 2019. The increase was primarily related to a ~~slight~~$0.2 million increase in ~~the~~affiliate ~~associated~~advertising ~~effective~~payments ~~revenue~~driven ~~share~~by ~~percentages~~a ~~for~~7.1%, or 288 screen, increase in the ~~new~~number ~~affiliates~~of ~~for~~average affiliate screen count as of the ~~third~~first quarter of ~~2018~~2019, compared to the ~~third~~first quarter of ~~2017~~2018, ~~partly~~and ~~due~~a toslight increase in the ~~payment~~associated ofeffective ~~minimum~~revenue ~~guarantees~~share percentages for affiliates added to our network in 2018.

Network costs. Network costs ~~decreased~~remained ~~$0.5~~consistent ~~million,~~at ~~or 13.5%, from~~ $3.75 million for the ~~third~~first quarter of ~~2017 to $3.2 million for the third quarter of~~ 2018~~. The decrease was primarily related to a $0.6 million decrease in personnel related expenses driven by a decrease in headcount in the third quarter of 2018~~, compared to the ~~third~~first quarter of ~~2017 and a decrease in performance-based compensation expense accrued following an update to the projected performance against internal bonus targets during the third quarter of 2018~~2019.

Theater access fees—founding members. Theater access fees ~~increased~~decreased $1.65 million, or 87.83%, from $1820.16 million ~~for~~in the ~~third~~first quarter of ~~2017~~2018 to $19.71 million ~~for~~in the ~~third~~first quarter of ~~2018~~2019. The expense associated with founding member attendance ~~increased~~decreased $01.9 million due to a 915.18% ~~increase~~decrease in attendance at founding ~~member~~members’ ~~attendance~~theaters, ~~and~~which was partially offset by a $0.64 million ~~due to an~~ increase in the expense associated with the founding member digital screens that are connected to the DCN (nearly 100% of our screens as of ~~September~~March 2728, ~~2018~~2019), including higher quality digital cinema projectors and related equipment, due ~~primarily~~ to the annual 5% rate increase specified in the ESAs.

Selling and marketing costs. Selling and marketing costs decreased $10.98 million, or 115.0%, from $1716.20 million for the ~~third~~first quarter of ~~2017~~2018 to $15.32 million for the ~~third~~first quarter of ~~2018~~2019. ~~The~~This decrease ~~in selling and marketing costs~~ was primarily ~~due~~related to a $21.02 million decrease in personnel related expenses ~~driven~~primarily bydue to 1) a reduction in headcount related to a realignment of sales territories in late 2018 and 2) lower ~~commission~~non-cash share-based compensation expense ~~paid~~related to ~~our~~a ~~sales~~decrease ~~team~~in the projected vesting of performance based awards as aof ~~result~~the first quarter of ~~lower~~2019, ~~revenue~~compared to the first quarter of 2018. The decrease was also due to a $0.4 million non-cash impairment charge realized in the ~~third~~first quarter of 2018, ~~compared~~related to investments obtained in prior years in exchange for advertising services and no such expense in the ~~third~~first quarter of ~~2017~~2019. ~~and~~These decreases were partially offset by a ~~decrease~~$0.3 million increase in ~~performance~~non-~~based~~cash ~~compensation~~barter expense ~~accrued~~and ~~following~~a an$0.3 ~~update~~million toincrease ~~the~~in ~~projected~~expenses ~~performance~~related ~~against~~to ~~internal~~sales ~~bonus~~meetings ~~targets~~primarily ~~during~~related to the ~~third~~timing ~~quarter~~ of ~~2018~~these expenses.

Administrative and other costs. Administrative and other costs ~~increased~~decreased $1.03 million, or 1814.58%, from $58.48 million infor the ~~third~~first quarter of ~~2017~~2018 to $67.45 million infor the ~~third~~first quarter of ~~2018~~2019. ~~Administrative~~This ~~and~~decrease ~~other~~was ~~costs increased~~ primarily ~~due~~related to 1)a ~~an increase of~~ $01.43 million ~~related~~decrease toin ~~our digital service offerings for~~ personnel related ~~costs,~~expenses ~~consulting~~driven ~~costs,~~by ~~and licensing costs, 2)~~ a ~~$0.4~~decrease ~~million~~in ~~increase~~non-cash inshare-based ~~contract~~compensation ~~labor~~expense related to ~~additional~~a ~~consulting~~decrease ~~services,~~in ~~and~~the 3)projected avesting ~~$0.4~~of ~~million~~performance ~~increase~~based inawards ~~rent~~and ~~expense~~the ~~due~~lower tovolume ~~the~~of ~~absence~~awards as of ~~accelerated~~the ~~deferred~~first ~~rent~~quarter ~~which~~of ~~decreased~~2019, ~~rent~~compared ~~expense~~to in the ~~third~~first quarter of ~~2017.~~2018 ~~These~~and ~~increases~~an increase in ~~administrative~~capitalized ~~and~~personnel ~~other~~ costs ~~were~~driven ~~partially offset~~ by athe ~~$0.5~~nature ~~million~~of ~~decrease~~the inwork ~~performance-based~~being ~~compensation~~performed ~~expense~~by ~~accrued~~our ~~following~~information antechnology ~~update~~department toduring the ~~projected~~first ~~performance~~quarter ~~against~~of ~~internal~~2019 ~~bonus~~as ~~targets~~compared ~~during~~to the ~~third~~first quarter of 2018. Administrative and other costs also decreased $0.4 million related to our digital

Administrative fee—managing member. Administrative fee—managing member decreased $0.5 million, or 14.7% from $3.4 million for the third quarter of 2017 to $2.9 million for the third quarter of 2018 primarily due to a $0.7 million decrease in personnel related expenses driven by a decrease in performance-based compensation expense accrued following an update to the projected performance against internal bonus targets during the third quarter of 2018, partially offset by a $0.2 million an increase in legal and professional expense driven by legal fees incurred related to the negotiation of the settlement agreement with a large shareholder. Amounts recorded are based on the terms of the management services agreement which states NCM LLC pays NCM, Inc. service fees which are equal to the cost of NCM, Inc. employees and any reimbursable costs incurred by NCM, Inc.22

~~Depreciation~~service ~~and~~offerings ~~amortization. Depreciation~~ and ~~amortization~~the ~~expense~~absence ~~increased~~of ~~$0.6 million, or 6.4%, from $9.4 million for~~ the ~~third~~accrual ~~quarter~~ of ~~2017~~certain toperformance ~~$10.0~~bonuses ~~million~~which ~~for~~was recognized in the ~~third~~first quarter of 2018. ~~due~~These todecreases anwere ~~increase~~partially inoffset ~~amortization~~by ~~expense~~a of$0.3 ~~intangible~~million ~~assets from our annual common unit adjustment and an~~ increase in ~~depreciation~~consulting ~~expense primarily from new equipment and leasehold improvements associated with the relocation of our headquarters~~services.

~~Non-operating~~Administrative ~~expenses~~fee—managing member. ~~Total~~ ~~non-operating~~Administrative ~~expenses~~fee—managing ~~increased~~member decreased $0.96 million, or 615.98%, from $133.08 million for the ~~third~~first quarter of ~~2017~~2018 to $133.92 million for the ~~third~~first quarter of ~~2018~~2019 due primarily to a $1. ~~The~~2 ~~following~~million ~~table~~decrease ~~shows~~in ~~the~~personnel ~~changes~~related expenses driven by an decrease in non-~~operating~~cash share-based compensation expense ~~for~~related to a decrease in the ~~third~~projected vesting of performance based awards and the lower volume of awards in the first quarter of 2019 as compared to the first quarter of 2018. ~~and~~The decrease in personnel related expenses was driven by lower performance based bonus expense in the ~~third~~first quarter of ~~2017~~2019 (as compared to the first quarter of 2018. The increase in ~~millions):~~administrative fee—managing member was partially offset by a $0.4 million increase in legal and professional fees and a $0.2 million increase in CEO transition fees related to costs incurred in the first quarter of 2019 for the search to identify a new Company CEO. Amounts recorded are based on the terms of the management services agreement which states NCM LLC pays NCM, Inc. service fees which are equal to the cost of NCM, Inc. employees and any reimbursable costs incurred by NCM, Inc.

							$ Change			% Change
	Q3 2018			Q3 2017			Q3 2018 to Q3 2017			Q3 2018 to Q3 2017
Interest on borrowings	$	14.4		$	13.1		$	1.3		9.9	%
Interest income	(0.1		)	(0.1		)	—			—	%
Other non-operating income	(0.4		)	—			(0.4		)	100.0	%
Total non-operating expenses	$	13.9		$	13.0		$	0.9		6.9	%

Depreciation expense. Depreciation expense increased $0.5 million, or 17.9%, from $2.8 million for the first quarter of 2018 to $3.3 million for the first quarter of 2019, primarily due to new equipment and leasehold improvements associated with the relocation of our corporate headquarters in the second quarter of 2018.

~~The~~Amortization ~~increase~~expense inand ~~non-operating~~Amortization ~~expense~~of ~~was~~intangibles ~~due~~recorded ~~primarily~~for tonetwork atheater screen leases. Amortization of our ESA and affiliate intangibles increased $10.2 million, or 3.0%, from $6.7 million ~~increase~~of inamortization ~~interest~~expense onfor ~~borrowings~~the ~~related~~first quarter of 2018 to a$6.9 0million of amortization of intangibles recorded for network theater screen leases for the first quarter of 2019.~~33%~~ ~~increase~~Following inthe ~~our~~adoption ~~weighted~~of ~~average~~ASC ~~interest~~842, ~~rate~~as ~~driven~~discussed bywithin anNote ~~increase~~1 into the ~~LIBOR~~unaudited ~~rate~~Condensed onConsolidated ~~our~~Financial ~~term~~Statements ~~loans~~included elsewhere in this document, amortization of the ESA and affiliate intangible balances is considered a ~~0.25%~~form ~~increase~~of inlease ~~the~~expense ~~senior~~and ~~secured~~has ~~credit~~been ~~facility~~reclassified ~~interest~~from ~~rate~~amortization expense to amortization of intangibles recorded for ~~the~~network ~~third~~theater ~~quarter~~screen leases as of the adoption date, December 28, 2018. The Company adopted ASC 842 prospectively and thus, ~~compared~~prior period balances remain within amortization expense. The $0.2 million increase is due to an increase in the ~~third~~underlying ~~quarter~~intangible ofasset ~~2017~~balances following our annual common unit adjustment.

24Non-operating expenses. Total non-operating expenses increased $0.1 million, or 0.7%, from $13.7 million for the first quarter of 2018 to $13.8 million for the first quarter of 2019. The following table shows the changes in non-operating expense for the first quarter of 2019 and the first quarter of 2018 (in millions):

This increase was partially offset by an increase in other non-operating income primarily related to a $0.3 million gain realized during the third quarter of 2018 on the repurchase of some of our Notes due 2026.



							$ Change			% Change
	Q1 2019			Q1 2018			Q1 2019 to Q1 2018			Q1 2019 to Q1 2018
Interest on borrowings	$	14.4		$	13.8		$	0.6		4.3	%
Interest income	(0.1		)	(0.1		)	—			—	%
Gain on early retirement of debt, net	(0.3		)	—			(0.3		)	(100.0	)%
Other non-operating income	(0.2		)	—			(0.2		)	(100.0	)%
Total non-operating expenses	$	13.8		$	13.7		$	0.1		0.7	%

~~Net~~The ~~Income.~~increase ~~Net~~in ~~income~~non-operating ~~decreased~~expense ~~$8.8~~was ~~million~~due ~~from~~primarily to a $370.36 million ~~for~~increase ~~the~~in ~~third~~interest ~~quarter~~on ofborrowings ~~2017~~due to ~~$28~~a 0.532% ~~million~~increase ~~for~~in the ~~third~~weighted ~~quarter~~average ofinterest ~~2018.~~on ~~The~~borrowings ~~decrease~~driven by an increase in ~~net~~the ~~income~~LIBOR ~~was~~rate ~~due~~on toour aterm ~~decrease~~loan in ~~operating~~the ~~income~~first quarter of $82019, compared to the first quarter of 2018. This increase was partially offset by a $0.3 million net gain on the early retirement of debt related to ~~lower~~the ~~revenue~~repurchase ~~and~~of ansome ~~increase~~ of our Notes due 2026 at a discount and a $0.92 million increase in ~~non-operating~~equity ~~expenses~~in earnings from AC JCV, LLC as described ~~further~~in ~~above,~~Note ~~partially~~4 ~~offset~~- byRelated anParty ~~increase~~Transactions into ~~income~~the ~~tax~~unaudited ~~benefit~~Condensed ofFinancial $0Statements.~~1 million.~~

~~Nine~~Net ~~months~~loss. ~~ended~~Net ~~September 27,~~loss decreased $0.1 million from $3.0 million for the first quarter of 2018 to $2.9 million for the first quarter of 2019. The decrease in net loss was due to a $3.2 decrease in operating expenses and ~~September 28~~a $0.3 million decrease in income tax expense, ~~2017~~partially offset an $3.3 million decrease in revenue and a $0.1 million increase in non-operating expense, as discussed above.

	Nine Months Ended				$ Change			% Change
	September 27, 2018		September 28, 2017		YTD 2018 to YTD 2017			YTD 2018 to YTD 2017
National advertising revenue	$	214.4	$	194.9	$	19.5		10.0	%
Local and regional advertising revenue	65.6		67.8		(2.2		)	(3.2	)%
Founding member advertising revenue from beverage concessionaire agreements	24.0		22.7		1.3			5.7	%
Total revenue	$	304.0	$	285.4	$	18.6		6.5	%

The following table shows data on theater attendance and revenue per attendee for the nine months ended September 27, 2018 and September 28, 2017:

	Nine Months Ended				% Change
	September 27, 2018		September 28, 2017		YTD 2018 to YTD 2017
National advertising revenue per attendee	$	0.400	$	0.396	1.0	%
Local and regional advertising revenue per attendee	$	0.122	$	0.138	(11.6	)%
Total advertising revenue (excluding founding member beverage revenue) per attendee	$	0.523	$	0.534	(2.1	)%
Total advertising revenue per attendee	$	0.567	$	0.580	(2.2	)%
Total theater attendance (in millions) (1)	535.8		492.1		8.9	%

National advertising revenue. The $19.5 million, or 10.0%, increase in national advertising revenue (excluding beverage revenue from the founding members) was due primarily to a 6.6% increase in national advertising CPMs (excluding beverage) and a 4.4% increase in impressions sold. The increase in national advertising CPMs was due primarily to an increase in scatter market demand in the first nine months of 2018, compared to the first nine months of 2017. The increase in impressions sold was primarily related to an 8.9% increase in network attendance, partially offset by a decrease in national inventory utilization, from 113.9% for the first nine months of 2017 to 109.1% for the first nine months of 2018. Inventory utilization is calculated as utilized impressions divided by total advertising impressions, which is based on eleven 30-second salable national advertising units in our Noovie pre-show, which can be expanded, should market demand dictate.

Local and regional advertising revenue. The $2.2 million, or 3.2%, decrease in local and regional advertising revenue was primarily due to an 8.2% decrease in the total contract volume, partially offset by a 3.9% increase in average contract value in the first nine months of 2018, compared to the first nine months of 2017. The decrease in total contract volume was primarily related to a decrease in the number of contracts over $100,000 within the hotel and airline categories in the first nine months of 2018, compared to the first nine months of 2017. The increase in average contract value was driven by significant regional contracts within the internet and entertainment categories during the first nine months of 2018.

Founding member beverage revenue. The $1.3 million, or 5.7%, increase in national advertising revenue from founding members' beverage concessionaire agreements was primarily due to a 7.8% increase in founding member attendance

and an increase in beverage revenue CPMs, in the first nine months of 2018, compared to the first nine months of 2017. The 2018 beverage revenue CPM is based on the change in CPM during segment one of our pre-show from 2016 to 2017, which increased 1.1%.

Operating expenses. Total operating expenses increased $8.8 million, or 4.4%, from $201.7 million for the nine months ended September 28, 2017 to $210.5 million for the nine months ended September 27, 2018. The following table shows the changes in operating expense for the nine months ended September 27, 2018 and September 28, 2017 (in millions):

	Nine Months Ended				$ Change			% Change
	September 27, 2018		September 28, 2017		YTD 2018 to YTD 2017			YTD 2018 to YTD 2017
Advertising operating costs	$	26.5	$	21.4	$	5.1		23.8	%
Network costs	10.0		11.9		(1.9		)	(16.0	)%
Theater access fees—founding members	61.8		57.4		4.4			7.7	%
Selling and marketing costs	48.0		54.2		(6.2		)	(11.4	)%
Administrative and other costs	23.2		18.5		4.7			25.4	%
Administrative fee—managing member	11.5		10.1		1.4			13.9	%
Depreciation and amortization	29.5		28.2		1.3			4.6	%
Total operating expenses	$	210.5	$	201.7	$	8.8		4.4	%

Advertising operating costs. Advertising operating costs increased $5.1 million, or 23.8%, from $21.4 million for the first nine months of 2017 to $26.5 million for the first nine months of 2018. This increase was primarily due to a $4.5 million increase in affiliate advertising payments related to higher revenue, a 10.5% increase in affiliate screens in our network during the first nine months of 2018, compared to the first nine months of 2017, as well as a slight increase in the associated effective revenue share percentages for the new affiliates for the first nine months of 2018, compared to the first nine months of 2017, partly due to the payment of minimum guarantees. Additionally, there was a $0.8 million increase in personnel related expenses primarily driven by higher salary expense and accrued performance-based compensation in 2018, as compared to 2017.

Network costs. Network costs decreased $1.9 million, or 16.0%, from $11.9 million for the first nine months of 2017 to $10.0 million for the first nine months of 2018. This decrease was primarily due to a $1.9 million decrease in personnel related expenses in the first nine months of 2018 as compared to the first nine months of 2017. This decrease is primarily due to severance expense recorded in the first quarter of 2017 due to the elimination of certain positions within network operations and media production and the resulting decrease in salary expense in the first nine months of 2018, compared to the first nine months of 2017, due to the aforementioned reduction in headcount.

Theater access fees—founding members. Theater access fees increased $4.4 million, or 7.7%, from $57.4 million for the first nine months of 2017 to $61.8 million for the first nine months of 2018. The expense associated with founding member attendance increased $2.6 million due to a 7.8% increase in founding member attendance and $1.8 million due to an increase in the expense associated with the founding member digital screens that are connected to the DCN (nearly 100% of our screens as of September 27, 2018), including higher quality digital cinema projectors and related equipment, due to the annual 5% increase specified in the ESAs.

Selling and marketing costs. Selling and marketing costs decreased $6.2 million, or 11.4%, from $54.2 million for the first nine months of 2017 to $48.0 million for the first nine months of 2018. This decrease was primarily related to a $2.9 million decrease in personnel related expenses primarily due to a decrease in commission expense related to the decrease in local revenue in the first nine months of 2018, compared to the first nine months of 2017 and lower non-cash share-based compensation expense related to a decrease in the volume of awards granted in 2018, compared to prior years. The decrease was also due to a $3.1 million non-cash impairment charge realized in the first nine months of 2017, compared to $0.4 million realized in the first nine months of 2018, related to investments obtained in prior years in exchange for advertising services, a $0.6 million decrease in market research expense, and a $0.6 million decrease in online publisher expense related to a decrease in our agreed upon digital advertising rates in the first nine months of 2018, compared to the first nine months of 2017. These expenses were partially offset by a $1.2 million increase in non-cash barter expense primarily related to the nature and timing of these expenses in the first nine months of 2018, compared to the first nine months of 2017.

Administrative and other costs. Administrative and other costs increased $4.7 million, or 25.4%, from $18.5 million for the first nine months of 2017 to $23.2 million for the first nine months of 2018. Administrative and other costs increased primarily due to 1) an increase of $3.3 million related to our digital service offerings for personnel related

costs, consulting costs, an accrual of certain performance bonuses and licensing costs, 2) a $2.0 million increase in other personnel related expenses driven by a decrease in capitalized personnel costs resulting from the nature of the work being performed by our information technology department and an increase in bonus expense driven by more favorable projected performance against internal bonus targets in 2018, 3) a $0.5 million increase in contract labor related to additional consulting services in the first nine months of 2018, as compared to the first nine months of 2017, 4) a $0.4 million increase in rent expense due to the absence of accelerated deferred rent which decreased rent expense in the third quarter of 2017, and 5) a $0.3 million increase in moving expenses in the first nine months of 2018 related to the relocation of our headquarters. These increases in administrative and other costs were partially offset by the absence of a $1.8 million non-cash early lease termination charge for our previous corporate headquarters (the payment was reimbursed by the landlord) that occurred in the first nine months of 2017.

Administrative fee—managing member. Administrative fee-managing member increased $1.4 million, or 13.9% from $10.1 million for the first nine months of 2017 to $11.5 million for the first nine months of 2018 primarily due to a $1.6 million increase in legal and professional fees driven by $1.4 million in legal fees incurred related to the negotiation of the settlement agreement with a large shareholder during the second quarter of 2018. Administrative fee—managing member also increased $0.6 million in bonus expense due to more favorable projected performance against internal bonus targets in 2018 as compared to 2017. These expenses were partially offset by a $0.4 million decrease in non-cash share-based compensation expense related to a decrease in the volume of awards granted in 2018, compared to prior years, and a $0.2 million decrease in CEO transition costs that that occurred in the first nine months of 2017, compared to the first nine months of 2018. Amounts recorded are based on the terms of the management services agreement which states NCM LLC pays NCM, Inc. service fees which are equal to the cost of NCM, Inc. employees and any reimbursable costs incurred by NCM, Inc.

Depreciation and amortization. Depreciation and amortization expense increased $1.3 million, or 4.6%, from $28.2 million for the first nine months of 2017 to $29.5 million for the first nine months of 2018 due to an increase in amortization expense of intangible assets from our annual common unit adjustment and an increase in depreciation expense primarily from new equipment and leasehold improvements associated with the relocation of our headquarters.

Non-operating expenses. Total non-operating expenses increased $4.0 million, or 10.3%, from $38.8 million for the nine months ended September 28, 2017 to $42.8 million for the nine months ended September 27, 2018. The following table shows the changes in non-operating expense for the nine months ended September 27, 2018 and September 28, 2017 (in millions):

	Nine Months Ended						$ Change		% Change
	September 27, 2018			September 28, 2017			YTD 2018 to YTD 2017		YTD 2018 to YTD 2017
Interest on borrowings	$	42.3		$	39.4		$	2.9	7.4	%
Interest income	(0.3		)	(0.5		)	0.2		(40.0	)%
Other non-operating loss (income)	0.8			(0.1		)	0.9		NM
Total non-operating expenses	42.8			38.8			4.0		10.3	%

NM = Not Meaningful

The increase in non-operating expense was due primarily to a $2.9 million increase in interest on borrowings due to a 0.31% increase in our weighted average interest rate driven by an increase in the LIBOR rate on our term loans for the first nine months of 2018, compared to the first nine months of 2017 and a $0.9 million increase in other non-operating loss related to the refinancing of the senior secured credit facility during the second quarter of 2018 including a loss on the extinguishment of our previous senior secured credit facility, partially offset by a $0.3 million gain realized during the third quarter of 2018 on the repurchase of some of our Notes due 2026.

Net Income. Net income increased $5.7 million from $44.8 million for the first nine months of 2017 to $50.5 million for the first nine months of 2018. The increase in net income was due to an increase in operating income of $9.8 million related to higher revenue, partially offset by an increase of $4.0 million in non-operating expenses, as described further above, and an increase in income tax expense of $0.1 million.

Known Trends and Uncertainties

~~Trends~~Beverage ~~and~~Revenue—Under ~~Uncertainties~~the ~~Related~~ESAs, up to ~~our~~90 ~~Business~~seconds of the Noovie pre-show program can be sold to the founding members to satisfy their on-screen advertising commitments under their beverage concessionaire agreements. For the first three months of 2019 and 2018, ~~Industry~~two of the founding members purchased 60 seconds of on-screen advertising time and ~~Corporate~~one ~~Structure~~founding member purchased 30 seconds to satisfy their obligations under their beverage concessionaire agreements. The founding members’ current long-term contracts with their beverage suppliers require the 30 or 60 seconds of beverage advertising,

Our Marketplace— Changes in the current macro-economic environment and changes in the national, regional and local advertising markets present uncertainties that could impact our results of operations, including the timing and amount of spending from our advertising clients as expenditures from advertisers tend to be cyclical, reflecting overall economic conditions, as well as our clients’ budgeting and buying patterns. In the current environment, it is difficult to know if these changes are short-term or temporary in nature or are long-term trends and changes. These changes include increased competition related to the expansion of online and mobile advertising platforms as well as fluctuations from quarter to quarter of the demand from national, regional and local advertisers. Further, we could negatively be impacted by factors that could reduce the viewership of our Noovie pre-show, such as the expansion of reserved seating (utilized in approximately 48.2% of our network as of September 27, 2018), online ticketing, an increase in the number and length of trailers for upcoming films, increased dwell time of patrons in exhibitor lobbies before showtime and lower network attendance, which could result from shortening of release windows, more alternative methods of delivering movies to consumers, lower consumer confidence and disposable income and a decline in the motion picture box office. The motion picture box office could be impacted by audience’s interest in the available motion pictures, shrinking theatrical exclusive release windows, and the marketing efforts of the major motion picture studios. These factors may affect the attractiveness of our offerings to advertisers. If pre-show viewership declines significantly, we will be required to provide additional advertising time (makegoods) to national advertisers to reach agreed-on audience delivery thresholds. National advertising sales and rates also are dependent on the methodology used to measure audience impressions. If a change is made to this methodology that reflects fewer audience impressions available during the pre-show, this would adversely affect our revenues and results of operations. The impact to our business associated with these issues could be mitigated over time due to factors including the increase in salable advertising impressions, better geographic coverage related to the expansion of our network, diversification and growth of our advertising client base, improvements in Noovie pre-show engagement, availability of additional inventory, and upgrades to our inventory management and data management systems. We could also benefit if the effectiveness of cinema advertising improves relative to other advertising mediums.23

Wealthough ~~continue~~such tocommitments ~~participate~~could change in the ~~advertising upfront marketplace~~future. ~~This~~Should ~~allows~~the usamount toof ~~bundle~~time ~~several~~acquired ~~client~~as ~~flights~~part ~~throughout~~of ~~the~~these ~~year~~beverage inconcessionaire anagreements ~~effort~~decline, tothis ~~stabilize~~premium ~~month-to-month~~time ~~and~~will ~~quarter-to-quarter~~be ~~volatility.~~available ~~Consistent~~for ~~with~~sale ~~the~~to ~~television~~other ~~industry~~clients. ~~upfront~~Per ~~booking~~the ~~practices~~ESAs, athe ~~portion~~time ofsold ~~our upfront commitments have cancellation options or options~~ to ~~reduce~~ the ~~amount~~founding ~~that~~member ~~advertisers~~beverage ~~may~~supplier ~~purchase~~is ~~and~~priced weequal ~~would need~~ to ~~rely on~~ the ~~scatter market to replace those commitments. In addition,~~ advertising ~~sold~~CPM ~~through~~for ~~our~~the ~~upfront~~previous ~~commitments~~year ~~may~~charged beby ~~placed~~us ~~throughout~~to ~~the~~unaffiliated ~~period~~third ~~very~~parties ~~irregularly~~during ~~which~~segment ~~may~~one ~~affect~~(closest ~~our~~to ~~overall~~showtime) ~~sales;~~of ~~for~~the ~~example~~Noovie pre-show, iflimited ato ~~substantial~~the ~~portion~~highest of advertising ~~from~~CPM ~~our~~being ~~upfront~~then-charged ~~commitments~~by isus. Due ~~scheduled~~to ~~for~~a ~~peak~~0.7% ~~periods~~increase ofin ~~advertising~~segment ~~demand,~~one weCPMs ~~will~~in ~~have~~2018, ~~fewer~~the ~~peak~~CPM ~~period~~on ~~advertising~~our ~~slots~~beverage ~~available~~concessionaire ~~for~~revenue ~~sale~~increased ~~into~~during the ~~higher~~first ~~priced~~three ~~scatter~~months ~~market.~~of ~~Volatility~~2019 inby ~~scatter~~0.7% ~~market~~and ~~demand~~the ~~could~~remainder ~~cause~~of ~~our~~2019 ~~financial~~will ~~results~~increase toby ~~vary~~an ~~period~~equivalent ~~to period~~percentage.

~~Our~~Theater ~~Network~~Access Fees—~~The~~In ~~change~~consideration infor our access to the ~~number~~founding members’ theater attendees for on-screen advertising and use of ~~screens~~lobbies inand ~~our~~other ~~network~~space bywithin the founding members’ theaters for the LEN and ~~network~~lobby ~~affiliates~~promotions, ~~during~~the founding members receive a monthly theater access fee under the ~~first~~ESAs. ~~nine~~The ~~months~~theater access fee is composed of ~~2018~~a ~~was~~fixed aspayment ~~follows~~per patron and a fixed payment per digital screen (connected to the DCN). The payment per theater patron increases by 8% every five years, with the next increase occurring in fiscal year 2022. Pursuant to the ESAs, the payment per digital screen increases annually by 5%.

	Number of screens
	Founding Members		Network Affiliates	Total
Balance as of December 29, 2017	16,808		4,042	20,850
New affiliates (1)	—		344	344
Closures, net of openings	(31	)	15	(16	)
Balance as of September 27, 2018	16,777		4,401	21,178

___________________________________________________

(1) Represents six new affiliates added to our network during the first nine months of 2018.

We believe that adding screens and attendees to our network will provide our advertising clients with a better marketing product with increased reach and improved geographic coverage. We also believe that the continued growth of our market coverage could strengthen our selling proposition and competitive positioning against other national, regional and local video advertising platforms, including television, online and mobile video platforms and other out of home video advertising platforms.

Integration and Other Encumbered Theater Payments— AMC received NCM LLC common membership units in accordance with the Common Unit Adjustment Agreement during the first quarter of 2017 following its acquisition of Carmike. As Carmike's theaters are subject to an existing on-screen advertising agreement with an alternative provider, AMC will make integration payments to us reflecting the estimated advertising cash flow that we would have generated if we had exclusive

access to sell advertising in those theaters. The integration payments will continue until the earlier of (i) the date the theaters are transferred to our network or (ii) the expiration of the ESA. Integration payments are calculated based upon the advertising cash flow that NCM LLC would have generated if it had exclusive access to sell advertising in the theaters with pre-existing advertising agreements and fluctuate based on earnings and Adjusted OIBDA. The ESA additionally entitles NCM LLC to payments related to the founding members’ on-screen advertising commitments under their beverage concessionaire agreements for encumbered theaters. These payments are also accounted for as a reduction to the intangible asset. During the three and nine months ended September 27, 2018 and September 28, 2017, the Company recorded a reduction to net intangible assets of $5.5 million, $6.9 million, $13.3 million and $11.6 million, respectively, related to integration and other encumbered theater payments. During the three and nine months ended September 27, 2018 and September 28, 2017, NCM LLC received from AMC and Cinemark a total of $5.6 million, $4.6 million, $17.2 million and $6.1 million, respectively.

Utilization and Pricing— We have experienced volatility in our pricing (CPMs) over the years, with annual national CPM increases (decreases) ranging from (16.4%) to 9.7% over the last five years. In the first nine months of 2018, we experienced an increase of 6.6% in national advertising CPMs (excluding beverage revenue) compared to the first nine months of 2017. This volatility in pricing can be driven by increased competition from other national video networks, including online and mobile advertising platforms, television networks and other out-of-home video networks and seasonal marketplace supply and demand characteristics. Volatility in pricing is also caused by changes in our customer mix period to period due to the variation in CPMs charged to each customer. We have also experienced volatility in our utilization over the years, with annual national inventory utilization ranging from 109.3% to 128.3% over the last five years. We experience even more substantial volatility quarter-to-quarter. This volatility in utilization can be driven by the loss or addition of one or more significant national contracts, whereby the timing and amount of these national contracts can be based upon the advertising budgets of our customers, product launches, the financial performance of our customers or other industry or macro-economic factors. We expect our CPMs and utilization to continue to be impacted period to period based upon the factors described above.

Beverage Revenue—Under the ESAs, up to 90 seconds of the Noovie pre-show program can be sold to the founding members to satisfy their on-screen advertising commitments under their beverage concessionaire agreements. For the three and nine months of 2018 and 2017, two of the founding members purchased 60 seconds of on-screen advertising time and one founding member purchased 30 seconds to satisfy their obligations under their beverage concessionaire agreements. The founding members’ current long-term contracts with their beverage suppliers require the 30 or 60 seconds of beverage advertising, although such commitments could change in the future. Should the amount of time acquired as part of these beverage concessionaire agreements decline with the other founding members, this premium time will be available for sale to other clients. Per the ESAs, the time sold to the founding member beverage supplier is priced equal to the advertising CPM for the previous year charged by us to unaffiliated third parties during segment one (closest to showtime) of the Noovie pre-show, limited to the highest advertising CPM being then-charged by us. Due to a 1.1% increase in segment one CPMs in 2017, the CPM on our beverage concessionaire revenue increased during the first three and nine months of 2018 by 1.1% and the remainder of 2018 will increase by an equivalent percentage.

Theater Access Fees—In consideration for our access to the founding members’ theater attendees for on-screen advertising and use of lobbies and other space within the founding members’ theaters for the LEN and lobby promotions, the founding members receive a monthly theater access fee under the ESAs. The theater access fee is composed of a fixed payment per patron and a fixed payment per digital screen (connected to the DCN). The payment per theater patron increases by 8% every five years, with this last increase occurring in fiscal year 2017 and the payment per digital screen increases annually by 5%. Pursuant to the ESAs, the theater access fee paid to the members of NCM LLC included an additional fee for access to the higher quality digital cinema systems. This additional fee will continue to increase as additional screens are equipped with the new digital cinema equipment and the fee increasing annually by 5%. As of September 27, 2018, 99% of our founding member network screens were showing advertising on digital cinema projectors, and thus the future impact on the theater access fee related to additional digital cinema installations within existing founding member theaters is expected to be minimal. The theater access fee paid in the aggregate to all founding members cannot be less than 12% of NCM LLC’s aggregate advertising revenue (as defined in the ESA), or it will be adjusted upward to reach this minimum payment. As of September 27, 2018 and December 28, 2017, we had no liabilities recorded for the minimum payment, as the theater access fee was in excess of the minimum.

Trends and Uncertainties Related to Liquidity and Financial Performance

Debt—In June 2018, we entered into a credit agreement to replace our senior secured credit facility. Consistent with the structure of the previous facility, the new credit agreement consists of a term loan facility and a revolving credit facility for $270.0 million and $175.0 million, respectively. The new agreement extends the maturity dates by 5.5 years to June 20, 2025 for the term loan facility and 3.5 years to June 20, 2023 for the revolving credit facility, in each case contingent upon the refinancing of the Notes due 2022 on or prior to October 30, 2021. If the Notes due 2022 are not refinanced on or prior to October 30, 2021, then both the term loan facility and the revolving credit facility will instead mature on December 30, 2021. The interest rate under the term loan facility is either the LIBOR index plus 3.00% or the base rate plus 2.00% and the

rate under the revolving credit facility is either the LIBOR index plus an applicable margin ranging from 1.75%-2.25% or the base rate plus an applicable margin ranging from 0.75% - 1.25%. The applicable margin for the revolving credit facility is determined quarterly and is subject to adjustment based upon a consolidated net senior secured leverage ratio for NCM LLC.

In August 2016, we completed a private placement of $250.0 million in aggregate principal amount of 5.750% Senior Unsecured Notes due in 2026. A portion of the proceeds were used to redeem our $200.0 million 7.875% Senior Unsecured Notes due in 2021. In September 2018, the Company repurchased and canceled a total of $7.7 million of the Notes due 2026, reducing the principal amount to $242.3 million as of September 27, 2018. This re-purchase was treated as a partial debt extinguishment and resulted in the realization of a non-operating gain, net of the write off of debt issuance costs, of $0.3 million during the three and nine months ended September 27, 2018. The re-purchase is expected to result in interest savings to maturity of approximately $3.5 million.

The Company may continue to opportunistically pay down NCM LLC's outstanding debt balance, while ensuring that the Company's financial flexibility is maintained.

As a result of the new senior secured credit facility, we extended the average maturities of our debt and as of September 27, 2018 the weighted average remaining maturity was 5.6 years. As of September 27, 2018, approximately 68% of our total borrowings bear interest at fixed rates. The remaining 32% of our borrowings bear interest at variable rates and as such, our net income and earnings per share could fluctuate with market interest rate fluctuations that could increase or decrease the interest paid on our borrowings.

The senior secured credit facility contains a number of covenants and financial ratio requirements, including, (i) a consolidated net total leverage ratio covenant of 6.25 times for each quarterly period (commencing with the quarterly period ending September 27, 2018) and (ii) with respect to the revolving credit facility, a consolidated net senior secured leverage ratio covenant of 4.50 times for each quarterly period (commencing with the quarterly period ending September 27, 2018) in which a balance is outstanding on the revolving credit facility. In addition, the Company is permitted to make quarterly dividend payments and other restricted payments with its available cash as long as the Company's consolidated net senior secured leverage ratio (after giving effect to any such payment) is below 5.50 times and no default or event of default has occurred and continues to occur under the new senior secured credit facility. Refer to Note 5—Borrowings to the unaudited Condensed Financial Statements in Item 1 of this Form 10-Q for more information regarding our borrowings.

Trends Related to Ownership

Common Unit Adjustments—In accordance with the Common Unit Adjustment Agreement with the founding members, on an annual basis we determine the amount of common membership units to be issued to or returned by the founding members based on theater additions or dispositions during the previous year. If AMC does not own any units at the time of a common unit adjustment and it is determined they must surrender units, then they may settle the amount in cash. In addition, the Common Unit Adjustment Agreement requires that a Common Unit Adjustment occur for a specific founding member if its acquisition or disposition of theaters, in a single transaction or cumulatively since the most recent Common Unit Adjustment, results in an attendance increase or decrease in excess of two percent of the annual total attendance at the prior adjustment date.

During the first quarter of 2018, NCM LLC issued 2,821,710 (3,736,860 issued net of 915,150 returned) common membership units to its founding members for the rights to exclusive access to the theater screens and attendees added, net of dispositions by the founding members to NCM LLC’s network during the 2017 fiscal year and NCM LLC recorded a net intangible asset of $15.9 million during the first quarter of 2018 as a result of the Common Unit Adjustment.

AMC Mandatory Ownership Divestitures—Pursuant to the Final Judgment, AMC was required to divest the majority of its equity interests in NCM LLC and NCM, Inc., based upon a predetermined schedule so that by June 20, 2019 it owned no more than 4.99% of NCM LLC’s common membership units and NCM, Inc. common stock, taken together, on a fully converted basis (“NCM’s outstanding equity interests”). AMC sold 14,800,000 membership units in 2017 through the redemption and sale of the NCM, Inc. stock and the remaining 22,477,480 membership units were sold to Regal and Cinemark in July 2018. As of September 27, 2018, AMC did not own any of NCM’s outstanding equity interests.

During the first quarter of 2017, NCM, Inc. and NCM LLC entered into a binding MOU with AMC to effectuate aspects of the Final Judgment entered into by the DOJ in connection with AMC’s acquisition of Carmike including a provision, subject to limited exceptions, for AMC to retain at least 4.5% of NCM’s outstanding equity interests during the term of the Final Judgment. During the second quarter of 2018 we provided a waiver under our MOU agreement with AMC to allow AMC to divest all of its remaining 21,477,480 membership units, equally, to the other founding members, Regal and Cinemark. AMC closed on the sale of 100.0% of its remaining membership units to Regal and Cinemark as of July 5, 2018. Despite not having any ownership interests, AMC remains a party to the ESA, Common Unit Adjustment Agreement, and certain other original agreements (i.e. AMC will continue to participate in the annual Common Unit Adjustment and theater access fees, etc.). Due to not having ownership in the Company, AMC will not be a member under the terms of the NCM LLC Operating Agreement,

and thus will not receive available cash distributions or allocation of earnings and losses in NCM LLC, unless its ownership increases pursuant to a Common Unit Adjustment. Further, the divestiture does not impact future integration payments owed to NCM LLC by AMC.

Following the activity outlined above, NCM, Inc.’s, Regal's, Cinemark's, and AMC's ownerships in NCM LLC changed to 48.8%, 26.1%, 25.1%, and 0.0%, respectively, as of September 27, 2018 compared to 49.5%, 17.9%, 18.1%, and 14.5% at December 28, 2017, respectively.

Financial Condition and Liquidity

Liquidity and Capital Resources

Our cash balances can fluctuate due to the seasonality of our business and related timing of collections of accounts receivable balances and operating expenditure payments, as well as available cash payments (as defined in the NCM LLC Operating Agreement) to our founding members and managing member, and interest or principal payments on our term loan and ~~interest or repurchases of~~ the ~~Senior~~Notes ~~Secured~~due ~~Notes~~2022 and ~~Senior~~Notes ~~Unsecured~~due ~~Notes~~2026.

A summary of our financial liquidity is as follows (in millions):

	As of						$ Change			$ Change
	September 27, 2018		December 28, 2017		September 28, 2017		Q3 2018 to YE 2017			Q3 2018 to Q3 2017
	March 28, 2019		December 27, 2018		March 29, 2018		Q1 2019 to YE 2018			Q1 2019 to Q1 2018
Cash and cash equivalents	$	4.47	$	47.62	$	2.3.1	$	(0.2.5	)	$1.6	~~2.1~~
Revolver availability (1)	~~156~~133.2		~~158~~143.2		~~170~~137.2		(210.0		)	(144.0	)	)
Total liquidity	$	~~160~~137.69	$	~~162~~150.84	$	~~172~~140.53	$	(212.25	)	$(2.4	~~(11.9~~)	)

(1) The revolving credit facility portion of our total borrowings is available, subject to certain conditions, for general corporate purposes of NCM LLC in the ordinary course of business and for other transactions permitted under the senior secured credit facility, and a portion is available for letters of credit. Our total capacity under the revolving credit facility was $175.0 million as of ~~September~~March 2728, ~~2018~~2019, December 2827, ~~2017~~2018 and ~~September~~March 2829, ~~2017~~2018. As of ~~September~~March 2728, ~~2018~~2019, December 2827, ~~2017~~2018 and ~~September~~March 2829, ~~2017~~2018, the amount available under our revolving credit facility in the table above, was net of amount outstanding under the revolving credit facility of $1437.0 million, $1227.0 million and $033.0 million, respectively, and net letters of credit of $4.8 million in each respective period.

As of March 28, 2019, the weighted average remaining maturity of our debt was 5.3 years. As of March 28, 2019, approximately 68% of our total borrowings bear interest at fixed rates. The remaining 32% of our borrowings bear interest at variable rates and as such, our net income and earnings per share could fluctuate with market interest rate fluctuations that could increase or decrease the interest paid on our borrowings.

We have generated and used cash as follows (in millions):

	Nine Months Ended
	Three Months Ended
	September 27, 2018				September 28, 2017
	March 28, 2019			—		March 29, 2018
Operating cash flow	$	~~130~~49.97			$	~~115.8~~$	47.8
Investing cash flow	$(1.5	~~(10.0~~	)		$	(83.25	)	)
Financing cash flow	$(50.7	~~(121.1~~	)		$	(~~116~~45.08	)	)

• Operating Activities. The $~~15.~~1.9 million increase in cash provided by operating activities for the ~~nine~~first ~~months~~quarter ~~ended~~of ~~September 27~~2019, ~~2018,~~ compared to the ~~nine~~first ~~months~~quarter ~~ended~~of ~~September~~2018 ~~28, 2017~~ was due primarily to 1) an ~~increase of~~ $48.41 million increase in ~~the~~cash ~~change~~provided inby ~~accounts~~operating ~~receivable~~activities ~~primarily~~due ~~related~~ to ~~higher~~the ~~revenue,~~reclassification ~~year over year, 2) an increase of $4.0 million~~ in the ~~change~~current inperiod ~~deferred revenue, 3) an increase~~ of ~~$5.7~~founding ~~million~~member inintegration ~~net~~and ~~income~~other ~~related~~encumbered ~~primarily~~theater topayments ~~higher~~from ~~revenue,~~cash ~~year~~flows ~~over~~from ~~year,~~financing ~~and~~activities 3)upon anadoption ~~increase~~ of ~~$4.6~~ASC ~~million~~842, inas ~~the~~further ~~change~~discussed inwithin ~~other~~Note ~~primarily~~1 ~~related~~ to ~~an increase in~~ the ~~deferred~~unaudited ~~rent~~Condensed ~~balance~~Financial ~~following~~Statements ~~the~~included ~~relocation~~elsewhere ofin ~~our~~this ~~corporate headquarters~~document. ~~Theses~~This ~~increases~~increase ~~were~~was partially offset by 1) a ~~decrease of~~ $2.79 million ondecrease ~~investments~~in ~~impaired~~other inoperating ~~the~~assets ~~first~~and ~~nine~~liabilities ~~months~~due ofto ~~2018,~~an ~~compared~~increase toin ~~the~~prepaid ~~first~~expenses ~~nine~~and ~~months~~other ofassets ~~2017~~due primarily to timing, ~~and~~2) a $1.8 million decrease in ~~non-cash share-based compensation related to a decrease in~~ the ~~volume~~change ~~of awards granted~~ in ~~2018, compared to prior years.~~

• Investing Activities. The $1.8 million increase in cash used in investing activities for the nine months ended September 27, 2018, compared to the nine months ended September 28, 2017 was due primarily to a $2.3 million increase in purchases of property plant and equipment related to the relocation of our corporate headquarters and investments in our digital offerings, and a $1.4 million decrease in the proceeds from the notes24

31accounts payable and accrued expenses due primarily to timing and 3) a $1.3 million decrease in non-cash share-based compensation expense related to a decrease in the projected vesting of performance based awards and the lower volume of awards as of the first quarter of 2019, compared to the first quarter of 2018.

~~receivable~~• ~~from~~Investing ~~our~~Activities. ~~founding~~The ~~members~~$2.0 million decrease in cash used in investing activities for the first ~~nine~~quarter ~~months~~ of ~~2018~~2019, compared to the first ~~nine~~quarter ~~months~~of 2018 was due to a $1.4 million increase in proceeds from founding member notes receivable due to the timing of ~~2017~~payments and a $0.6 million decrease in purchases of property and equipment.

• Financing Activities. The $54.19 million increase in cash used in financing activities during the ~~nine~~first ~~months~~quarter ~~ended~~of ~~September 27~~2019, ~~2018,~~ compared to the ~~nine~~first ~~months~~quarter ~~ended~~of ~~September~~2018 ~~28, 2017~~ was ~~primarily~~ due primarily to a $2016.03 million increase in ~~distributions~~repayments toof ~~founding~~borrowings, ~~members~~net ~~and~~of ~~managing~~proceeds ~~member~~and ~~due to better performance year over year,~~ a $79.24 million ~~increase~~decrease in cash ~~used~~inflows infrom ~~the~~financing ~~repayment~~activities ofdue ~~our~~to ~~Notes~~the ~~due~~reclassification ~~2026~~in ~~and~~the ancurrent ~~increase~~period of ~~$6.6~~founding ~~million~~member inintegration ~~the~~and ~~payment~~other ofencumbered ~~debt~~theater ~~issuance~~payments ~~costs~~from ~~related~~cash toflows ~~the~~from ~~senior~~financing ~~secured~~activities ~~credit~~upon ~~facility~~adoption of ASC 842, as ~~described~~further discussed within Note ~~6—Borrowings~~1 to the unaudited Condensed ~~Consolidated~~ Financial Statements inincluded ~~Item~~elsewhere 1in of this ~~Form 10-Q~~document. These increases were partially offset by a $1620.30 million ~~increase~~decrease in ~~proceeds~~distributions ~~from~~to ~~borrowings, net of repayments, under our senior secured credit facility and an $11.1 million increase in~~ founding ~~member~~members ~~integration~~ and ~~other~~managing ~~encumbered theater payments in the first nine months of 2018~~member, ~~compared~~period toover ~~the first nine months of 2017~~period.

Sources of Capital and Capital Requirements

Our primary source of liquidity and capital resources includes cash from operations, availability under the revolving credit facility and cash on hand. Management believes that future funds generated from our operations and cash on hand should be sufficient to fund working capital requirements, our debt service requirements, ~~and capital expenditure,~~ opportunistic debt repurchases, and ~~other~~capital ~~investing requirements~~expenditures, through the next twelve months. Cash flows can be impacted by the seasonality of advertising sales, interest and repayments on borrowings under our ~~revolving~~ credit ~~agreement~~agreements and to a lesser extent theater attendance. We are required pursuant to the terms of our operating agreement to distribute our available cash, as defined in the operating agreement, quarterly to our members (Regal, Cinemark, AMC and NCM, Inc.). The available cash distribution to the members of NCM LLC for the three months ended ~~September~~March 2728, ~~2018~~2019 was approximately $3711.39 million. The Company will also consider opportunistically using cash received for partial repayments of NCM LLC's outstanding debt balance, while ensuring the Company's financial flexibility is maintained.

Critical Accounting Policies

For a discussion of accounting policies that we consider critical to our business operations and understanding of our results of operations, and that affect the more significant judgments and estimates used in the preparation of our unaudited Condensed Financial Statements, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” contained in our annual report on Form 10-K filed for the fiscal year ended December 2827, ~~2017~~2018 and incorporated by reference herein. As of ~~September~~March 2728, ~~2018~~2019, there were no significant changes in those critical accounting policies except for the change in ~~barter~~leases ~~revenue recognition~~ upon the adoption of ~~ASU~~ASC ~~2014-09~~842 in the first quarter of ~~2018~~2019 and discussed further within Note 26 – ~~Revenue~~Commitments ~~from~~and ~~Contracts~~Contingencies, ~~with~~to ~~Customers~~the unaudited Condensed Financial Statements in Part I, Item 1 of this Form 10-Q.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, see the information provided under Note 1—The Company to the unaudited Condensed Financial Statements in Part I, Item 1 of this Form 10-Q.

Related Party Transactions

For a discussion of related party transactions, see the information provided under Note 4—Related Party Transactions to the unaudited Condensed Financial Statements in Part I, Item 1 of this Form 10-Q.

Off-Balance Sheet Arrangements

~~Our~~We ~~operating~~do ~~lease~~not ~~obligations,~~believe ~~which~~the ~~primarily~~Company ~~include~~has ~~office~~any ~~leases, are not reflected on our~~ off-balance sheet~~. See~~ Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual and Other Obligations” contained in our annual report on Form 10-K for the fiscal year ended December 28, 2017 and incorporated by reference herein. We do not believe these arrangements that are material to our current or future financial condition, results of operations, liquidity, capital resources or capital expenditures.

Contractual and Other Obligations

~~There were no material changes to our contractual obligations during the nine months ended September 27, 2018.~~25

See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual and Other Obligations” contained in our annual report on Form 10-K for the fiscal year ended December 27, 2018 and incorporated by reference herein. There were no material changes to our contractual obligations during the three months ended March 28, 2019.

Seasonality

Our revenue and operating results are seasonal in nature, coinciding with the timing of marketing expenditures by our advertising clients and to a lesser extent the attendance patterns within the film exhibition industry. Both advertising expenditures and theater attendance tend to be higher during the second, third, and fourth fiscal quarters. Advertising revenue is primarily correlated with advertising clients' new product releases, advertising client marketing priorities and economic cycles and to a lesser extent theater attendance levels. Seasonal demand during the summer is driven by the absence of alternative attractive advertising mediums and during the winter holiday season due to high client demand across all advertising mediums. The actual quarterly results for each quarter could differ materially depending on these factors or other risks and uncertainties. Based on our historical experience, our first quarter typically has less revenue than the other quarters of a given year due primarily to lower advertising client demand and increased inventory availability in competitive advertising mediums. Accordingly, there can be no assurances that seasonal variations will not materially affect our results of operations in the future.

32The following table reflects the quarterly percentage of total revenue for the fiscal years ended 2016, 2017 and 2018.

expenditures and theater attendance tend to be higher during the second, third, and fourth fiscal quarters. Advertising revenue is primarily correlated with advertising clients' new product releases, advertising client marketing priorities and economic cycles and to a lesser extent theater attendance levels. Seasonal demand during the summer is driven by the absence of alternative attractive advertising mediums and during the winter holiday season due to high client demand across all advertising mediums. The actual quarterly results for each quarter could differ materially depending on these factors or other risks and uncertainties. Based on our historical experience, our first quarter typically has less revenue than the other quarters of a given year due primarily to lower advertising client demand and increased inventory availability in competitive advertising mediums. Accordingly, there can be no assurances that seasonal variations will not materially affect our results of operations in the future.



	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
FY 2016	17.0	%	25.8	%	25.4	%	31.8	%
FY 2017	16.9	%	22.8	%	27.3	%	33.0	%
FY 2018	18.2	%	25.8	%	24.9	%	31.1	%

~~The following table reflects the quarterly percentage of total revenue for the fiscal years ended 2015, 2016 and 2017.~~26

	FirstQuarter	SecondQuarter	ThirdQuarter	FourthQuarter
FY 2015	17.2%	27.2%	25.0%	30.6%
FY 2016	17.0%	25.8%	25.4%	31.8%
FY 2017	16.9%	22.8%	27.3%	33.0%

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The primary market risk to which we are exposed is interest rate risk. The Notes due 2022 and the Notes due 2026 are at fixed rates, and therefore are not subject to market risk. As of ~~September 27~~March 28, ~~2018~~2019, the only interest rate risk that we are exposed to is related to our $175.0 million revolving credit facility and our term loan. A 100-basis point fluctuation in market interest rates underlying our term loan and revolving credit facility would have the effect of increasing or decreasing our cash interest expense by approximately $23.80 million for an annual period on the $1437.0 million revolving credit balance and $~~269~~268.47 million term loan outstanding as of ~~September 27~~March 28, ~~2018~~2019. For a discussion of market risks, see Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” contained in our annual report on Form 10-K for the fiscal year ended December 2827, ~~2017~~2018 and incorporated by reference herein.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms, and that such information is accumulated and communicated to ~~our~~ management, including the Interim Chief Executive Officer (principal executive officer) and Interim Chief Financial Officer (principal financial and accounting officer) of NCM, Inc., our manager, as appropriate to allow timely decisions regarding required disclosure. As of ~~September 27~~March 28, ~~2018~~2019, our management evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, the Company’s management concluded that the Company’s disclosure controls and procedures as of ~~September 27~~March 28, ~~2018~~2019 were effective.

In designing and evaluating our disclosure controls and procedures, management recognizes that any control, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

There ~~have~~were ~~been~~ no changes to the Company’s internal ~~controls~~control over financial reporting that occurred during the quarter ended ~~September 27~~March 28, ~~2018~~2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal ~~controls~~control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We are sometimes involved in legal proceedings arising in the ordinary course of business. We are not aware of any other litigation currently pending that would have a material adverse effect on our operating results or financial condition.

Item 1A. Risk Factors

There have been no material changes from risk factors as previously disclosed in our annual report on Form 10-K filed with the SEC on ~~March~~February 1925, ~~2018~~2019 for the fiscal year ended December 2827, ~~2017~~2018.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

3427

Item 6. Exhibits

Exhibit	Reference	Description
10.1	(1)	Fourth Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC dated January 23, 2019, by and among Cinemark Media, Inc., Cinemark USA, Inc., Regal Cinemedia Holdings, LLC, Regal Cinemas, Inc., and National CineMedia, Inc.
31.1	*	Rule 13a-14(a) Certification of Chief Executive Officer.
31.2	*	Rule 13a-14(a) Certification of Chief Financial Officer.
32.1	**	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2	**	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
101.INS	*	XBRL Instance Document
101.SCH	*	XBRL Taxonomy Extension Schema Document
101.CAL	*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	*	XBRL Taxonomy Extension Presentation Linkbase Document

___________________________________



*	Filed herewith.



**	Furnished herewith.

35(1) Incorporated by reference to Exhibit 10.1.4 to NCM, Inc.'s annual report on Form 10-K (File No. 001-33296) filed on February 22, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NATIONAL CINEMEDIA, LLC

		By: National CineMedia, Inc., its manager
Date:	~~November~~May 57, ~~2018~~2019	/s/ Clifford E. Marks
		Clifford E. Marks
		Interim Chief Executive Officer and President
		(Principal Executive Officer)

Date:	~~November~~May 57, ~~2018~~2019	/s/ Katherine L. Scherping
		Katherine L. Scherping
		Chief Financial Officer(Principal Financial and Accounting Officer)

3629

Filing Compare · National CineMedia, LLC